Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
R19-018 Contract to Purchase Miller Ranch 120 Wildcat, Edwards
Commissioner ‘-0G\-1. -M— moved adoption of the following resolution: EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY RESOLUTION NO. 2019- V t() RESOLUTION RATIFYING THE CONTRACT TO PURCHASE MILLER RANCH 120 WILDCAT,EDWARDS, COLORADO AND AUTHORIZING ANY COMMISSIONER TO SIGN CLOSING DOCUMENTS ASSOCIATED WITH THE SAME WHEREAS, on August 31, 2012, Miller Ranch Unit 120 Wildcat, Edwards, Eagle County, Colorado (the"Unit") was acquired foreclosure by JP Morgan Chase Bank NA, the holder of a first deed of trust encumbering the Unit; and WHEREAS,in accordance with the provisions of Eagle County Housing and Development Authority(ECHDA) Resolution 2013-75, on August 13, 2013, ECHDA was authorized to expend funds associated with the purchase of and granting authority to list and sell the Unit for purposes of reinstating the Deed Restriction Agreement for the Occupancy and Resale of Miller Ranch Housing(the "Deed Restriction") and reselling the Unit to an Eligible Buyer under the terms of the Deed Restriction; and WHEREAS, on March 29, 2019, ECHDA entered into a contract to buy and sell real estate to purchase the Unit (the"Contract"), from JP Morgan Chase Bank,NA, subject to the ratification of the Contract by the ECHDA at a regularly scheduled meeting; a copy of the Contract is attached hereto and incorporated herein as Exhibit A; and WHEREAS, the ECHDA desires to ratify the Contract and to authorize any commissioner of the ECHDA to execute documents that may be required at closing to complete the purchase of the Unit, subject to review and approval by the Eagle County Attorney's Office. NOW,THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS OF THE EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY: THAT, the Contract is hereby approved and ratified. THAT, any commissioner of the ECHDA is hereby authorized to execute documents that may be required to close and complete the sale of the Unit, subject to review and approval by the Eagle County Attorney's Office. THAT this Resolution is necessary for the health, safety and welfare of the people of Eagle County, Colorado. MOVED, READ AND ADOPTED by the Commissioners of the Eagle County Housing and Development Authority, at its regular meeting held this � t� , day of April, 2019. EAGLE COUNTY HOUSING AND DEVELOPMENT AUTHORITY / By: . / elk By: # uifiFJ4iff #JJ achy G hand er- enry, Commissioner By: Matt . issioner K.. Commissioner C, p _ - seconded adoption of the foregoing resolution. The roll having been called, the vote was as follows: Commissioner McQueeney b.44 Commissioner Chandler-Henry Commissioner Scherr This Resolution passed by f 0 vote of the Commissioners of the Eagle County Housing and Development Authority. 2 AMENDMENT TO CONTRACT DATE:3/22/19 SUBJECT PROPERTY: 120 WILDCAT,EDWARDS,CO 81632 The following terms amend the contract: Property address throughout all documents: 120 WILDCAT, EDWARDS,CO 81632 TERMS/FINAL SALE PRICE: Buyer Eagle County Housing and Development Au'hority Offer Amount $380,500 Earnest Money Deposit $10,000 Seller Paid Buyer's Closing Costs $0 Buyer Inspection Days 0 Repairs $0 Termite $0 Home Warranty $0 Financing Type Cash Earnest deposit must be delivered to the seller's title company/closing attorney within 5 business days from the date seller delivers a fully executed contract to the buyer. SELLER TO PAY FOR BUYER'S TITLE POLICY ONLY IF BUYER ELECTS SELLER'S TITLE COMPANY. BUYER PAYS THEIR TITLE RELATED COSTS. AND INSURANCE SHOULD THEY ELECT TO USE THEIR OWN TITLE COMPANY. Both buyer and seller agree that all language regarding arbitration,liquidated damages In theconiract Is null and void. Buyer Name: Eagle County Housing and Development Authority Seller Name: JPMorgon Chase Bank, N.A. Closing Date: On or before 30 days from Seller Executed Contract for Cash and Hard Money. 45 days from Seller Executed Contract for Financed. All other terms contained in the purchase contract remain the same. Buyer: u, Date: 3) 111 , ..gle County H u ing and Buyer Deveto•ment A uthori by Jeanne McQueeney,Co y irsioner Date: 4/1/201 q Seller: A111,10"/ ✓ • JPMorgan Chase Bank,N.A. Benito E Caldwell Vice President NRT REOExpeds LLC Rev.05.18 Locked:YES EXHIBIT A }rhe printed portions of this form,except differentiated additions,have been approved by the Colorado Real Estate mmisslon.(CBS1-6-18)(Mandatory 1-19) THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. CONTRACT TO BUY AND SELL REAL ESTATE (RESIDENTIAL) : Date:3/22/2019 AGREEMENT • 1. AGREEMENT,Buyer agrees to buy and Seller agrees to sell the Property described below on the terms and conditions set forth in this contract(Contract). , 2. PARTIES AND PROPERTY. 2.1.Buyer. Eagle County Housing and Development Authority(Buyer)will take title to the Property described below as 0 Joint Tenants ❑Tenants In Common ®Other 2.2.No Assignability.This Contract iS NOT assignable by Buyer unless otherwise specified in Additional Provisions. 2.3,Seller.JPMorgan Chase Sank, National Association(Seller)is the current owner of the Property described below. 2.4.Property.The Property Is the following legally described real estate in the County of Eagle,Colorado: Subdivision: MILLER RANCH FiLING 2 Lot:37 known as No. 120 Wildcat, Edwards, CO 81632, together with the interests,easements,rights,benefits,improvements and attached fixtures appurtenant thereto, and all interest of Seller in vacated streets and alleys adjacent thereto except as herein excluded (Property). 2.5.Inclusions. The Purchase Price Includes the following items(Inclusions): 1• 2.5.1. Inclusions-Attached.If attached to the Property on the date of this Contract,the following items are included unless excluded under Exclusions:lighting,heating,plumbing,ventilating and air ., conditioning units,TV antennas.inside tetephdne,network and coaxial(cable)wiring and connecting : blocks/Jacks,plants,mirrors,floor coverings,Intercom systems,built-1n kitchen appliances,sprinkler systems ` and controls,built-in vacuum systems(including accessories)and garage door openers(including_0 remote controls).If checked,the following are owned by the Seller and included(leased items should be listed under Due Diligence Documents):0 None 0 Solar Panels 0 Water Softeners 0 Security Systems 0 Satellite Systems(including satellite dishes). if any additional items are attached to the Property after the date of this Contract,such additional items are also included in the Purchase Price. •,, 2.5.2. Inclusions-Not Attached.If on the Property,whether attached or not,on the date of this Contract,the following items-are included unless excluded under Exclusions:storm windows,storm doors,window and porch shades,awnings, blinds,screens,window coverings and treatments,curtain rods, drapery rods, fireplace inserts,fireplace screens,fireplace grates,heating stoves,storage sheds,carbon monoxide alarms,smoke/fire detectors and all keys. 2.5.3.Personal Property-Conveyance.Any personal property must be conveyed at Closing by Seller free and clear of all taxes(except personal property taxes for the year of Closing),liens and encumbrances,except. Conveyance of all personal property will be by bill of sale or other applicable legal instrument. 2.5.4. Other Inclusions. The following items,whether fixtures or personal property,are also included In the Purchase Price: CBS t-6-18. CONTRACT TO BUY AND SELL REAL ESTATE• Residential Page I or20 BC CTMeConuacrs.com-12019 CTM Software Corp. EXHIBIT A ,- r lithe box is checked.Buyer and Seller have concurrently entered into a separate . , agreement for additional personal property outside of this Contract. 2.5,6, Parking and Storage Facilities.The use or ownership of the following parking " facilities: ;and the use or ownership of the following storage facilities: ' , Note to Buyer; If exact rights to the parking and storage facilities is a concern to Buyer.Buyer should investigate. 2.6. ExclutIons.The following items are excluded(Exclusrmns). 2.7. Water Rights/Well Rights. 0 2.7.1. Deeded Water Rights.The following legally described waler rights: Any deeded water rights will be conveyed by a good and sufficient deed at Closing. ID 2.7.2. Other Rights Relating to Water.The following rights relating to water not Included In §§2.7.1,2,7.3 and 2.7.4,will be transferred to Buyer at Closing: 0 2.7,3.Well Rights, Seller agrees to supply required information to Buyer about the well. :.1 Buyer Understands that If the well to be transferred is a'Small Capacity Well"or a"Domestic Exempt Water Well"used for ordinary household purposes.Buyer must,prior to or at Closing,complete,a Change In ;'• Ownership form for the well. If an existing well has not been registered with the Colorado Division of Water Resources in the Department of Natural Resources(Division), Buyer must complete a registration of existing well form for the well and pay the cost of registration.If no person will be providing a closing service In connection with the transaction,Buyer must file the form with the Division within sixty days after Closing.The Well Permit ti is, '' 0 2.7.4.Water Stock Certificates.The water stock certificates to be transferred at Closing are as follows; ,, 2.7,5.Conveyance.If Buyer Is to receive any rights to water pursuant to§2.7.2(Other ' -- Rights Relating to Water),§2,7,3(Well Rights),or§2.7.4(Water Stock Certificates),Seller agrees to convey ..,., . such rights to Buyer by executing the applicable legal instrument at Closing. ;,•- 3. DATES,DEADLINES AND APPLICABILITY, ;,I 3.1 Dates and Deadlines, ..;• Item No. Reference_ Event Date or Deadline , 5 Business Days 1 64,3 Alternative Earnest Money Deadline after MEG '1•Itle 2 §8,1, §8.4 Record Title Deadline 3 §8.2.§8.4 Record Title Objection Deadline ,! i ) ; 4 §8.3 ., Off-Record Title Deadline ,.-1 i.• 5 §8.3 Off-Record Title Objection Deadline • 6 §8.5. Title Resolution Deadline , . 7 §8.6 Right of First Refusal Deadline Owners'Association 8 §7,2 Association Documents Deadline 9 67.4 Association Documents Termination Deadline .: Seller's Disclosures 10 §10.1 Seller's Property Disclosure Deadline 11 §1010 Lead-Based Pal (Disclosure Deadline •.:- .. ,t Loan and Credit 12 §5.1 New Loan Application Deadline . - 13 §5,2 New Loan Termination Deadline 14 §5.2 _ Buyers Credit Information Deadline CBS 1-645. CONTMCT TO BUY AND SELL REAL ESTATE. Re sidemial Page 2 or 20 BC CTMeCorarans,com-4'2019 CTM Software Corp. EXHIBIT A • 15 §5.3 Disapproval of Buyer's Credit Information Deadline ". ' I ., 16 §5.4 Existing Loan Deadline -;i:-. 17 §5,4 Existing Loan Termination Deadline ' '. 18 §5.4 Loan Transfer Approval Deadline '` 19 §4.7 Seller or Private Financing Deadline r.,:; , .Appraisal 1 :, 20 §6,2 Appraisal Deadline ,•,- 21 §6.2 Appraisal Objection Deadline CVr 22 §6.2 Appraisal Resolution Deadline Survey . 14!- 23 §9.1 New ILC or New Survey Deadline k•k 24 .§9,3 New ILC or New Survey Objection Deadline taS k,, 25 §9.3 New ILC or New Survey Resolution Deadline k`" Inspection and Due Diligence s 26 §10,3 Inspection Objection Deadline f!,, v ., . 27 §10.3 Inspection Termination Deadline 28 §10.3 Inspection Resolution Deadline 29 §10.5 Property insurance Termination Deadline ,<. 30 §10.6 Due Diligence Documents Delivery Deadline ':,, 31 §10.6 Due Diligence Documents Objection Deadline ' 32 §10.6 Due Diligence Documents Resolution Deadline ;., 33 §10.7 Conditional Sale Deadline •- 34 §10.10 Lead-Based Paint Termination Deadline .- Closing and Possession ,:7„., 36 §12,3 Closing Date within0 days of MEC , 36 §17 Possession Date _ same as closing :' 37 §17 Possession Time upon ciasirlQ and }:et` funding 38 §28 Acceptance Deadline Date April 1, 2019 ,' 39 §28 Acceptance Deadline Time 5PM MDT .Js 40 �.: 41 Note: If FHA or VA loan boxes are checked in§4.5.3(Loan Limitations),the Appraisal deadlines DO NOT � u, apply to FHA insured or VA guaranteed loans. ' F , 3.2. Applicability of Terms.Any box checked in this Contract means the corresponding provision i '' applies.if any deadline blank in§3,1 (Dates and Deadlines)is left blank or completed with the abbreviation ` "NtA",or the word"Deleted,"such deadline Is not applicable and the corresponding provision containing the deadline is deleted.if no box is checked in a provision that contains a selection of"None',such provision means that"None"applies. ' ''" The abbreviation"MEC"(mutual execution of this Contract)means the date upon which both parties have • signed this Contract, %,: -,•q 4. PURCHASE PRICE AND TERMS. `,., 4.1.Price and Terms.The Purchase Price set forth below is payable in U.S.Dollars by Buyer as '' follows: :„ ice'• CBS1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 3 of 20 BG, CTMeContrarts.com-C2019 CCM So twarc Cork.. EXHIBIT A ".•2 Item No. Reference Item Amount Amount 1 § 4.1 Purchase Price $380,500.00 2 § 4.3 Earnest Money $10,000.00 3 § 4.5 New Loan 4 § 4.6 Assumption Balance 5 § 4.7 Private Financing 6 § 4.7 Seller Financing 7 L.; 8 9 § 4.4 Cash at Closing $370,500.00 10 TOTAL $380,500.00 $380,500.00 4.2. Seller Concession.Al Closing,Seller will credit to Buyer$0(Seller Concession). The Seller Concession may be used for any Buyer fee, cost,charge or expenditure lo the extent the amount is allowed by the Buyer's lender and Is Included in the Closing Statement or Closing Disclosure at Closing. Examples of allowable items to be paid for by the Seller Concession include,but are not limited to:Buyer's •!::• closing costs,loan discount points,loan origination fees,prepaid Items and any other fee,cost,charge, expense or expenditure.Seller Concession is in addition to any sum Seiler has agreed to pay or credit Buyer elsewhere in this Contract. 4.3. Earnest Money.The Earnest Money set forth in this Section, in the form of a verifiable funds,will be payable to and held by Seller's choke of Title Company(Earnest Money Holder),in its trust account,on behalf of both Seller and Buyer.The Earnest Money deposit Must be tendered,by Buyer,with this Contract unless the parties mutually agree to an Alternative Earnest Money Deadline for its payment. The parties authorize delivery of the Earnest Money deposit to the company conducting the Closing(Closing Company),if any,at or before Closing. In the event Earnest Money Holder has agreed to have interest on 2 Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado residents,Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the Earnest Money Holder in this transaction will be transferred to such fund. 4.3.1. Alternative Earnest Money Deadline.The deadline for delivering the Earnest Money,if other than at the time of tender of this Contract, is as set forth as the Alternative Earnest Money , Deadline. 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates,Buyer is entitled to the return of Earnest Money as provided in this Contract.If this Contract is • terminated as set forth in§25 and,except as provided in§24(Earnest Money Dispute),if the Earnest Money ; . has not already been returned following receipt of a Notice to Terminate,Seller agrees to execute and return 10 Buyer or Broker working with Buyer,written mutual instructions(e.g., Earnest Money Release form),within three days of Seller's receipt of such form. 4.4. Form of Funds;Time of Payment;Available Funds, 4.4.1. Good Funds.All amounts payable by the parties at Closing,including any loan proceeds,Cash at Closing and closing costs, must be in funds that comply with all applicable Colorado laws, including electronic transfer funds,certified check,savings and loan teller's check and cashier's check(Good Funds), 4.4.2. Time of Payment;Available Funds.All funds,including the Purchase Price to be paid by Buyer,must be paid before or at Closing or as otherwise agreed in writing between the parties to allow r, disbursement by Closing Company at Closing OR SUCH NONPAYING PARTY WILL BE IN DEFAULT.Buyer represents that Buyer,as of the data of this Contract,El Does 0 Does Not have funds that are immediately, 4, verifiable and available in an amount not less than the amount stated as Cash at Closing in § 4.1, 4.5. New Loan.(Omitted as inapplicable) 4.6. Assumption. (Omitted as inapplicable) -; CBS1.6-15. CONTRACT TO BUY AND SELL REAL ESTATE. Residential Page 4 of 20 r:3C C.71MeConneets.e0m 1'2019 CTM Sollware Corp. EXHIBIT A 4.T. Seller or Private Financing. (Omitted as inapplicable) TRANSACTION PROVISIONS 5. FINANCING CONDITIONS AND OBLIGATIONS.(Omitted as inapplicable) 5.3. Credit Information and Buyer's New Senior Loan.(Omitted as Inapplicable) i 5.4, Existing Loan Review.(Omitted as inapplicable) 6, APPRAISAL PROVISIONS. 6.1.Appraisal Definition.An"Appraisal"is an opinion of value prepared by a licensed or certified appraiser, engaged on behalf of Buyer or Buyer's lender,to determine the Property's market value(Appraised h;.,' Value).The Appraisal may also set forth certain tender requirements,replacements,removals or repairs ;' necessary on or to the Property as a condition for the Property to be valued at the Appraised Value. 6.2. Appraisal Condition.The applicable appraisal provision setforth below applies to the respective loan type set forth in§4.5,3,or if a cash transaction(i.e.no financing),§6.2.1 applies. 6.2.1. Conventional/Other.Buyer has the right to obtain an Appraisal.lithe Appraised Value is less than the Purchase Price,or if the Appraisal is not received by Buyer on or before Appraisal Deadline Buyer may, on or before Appraisal Objection Deadline; 6.2.1.1. Notice to Terminate.Notify Seller In writing,pursuant to§25.1, that this •<1:' Contract Is terminated;or 6.2.1.2.Appraisal Objection,Deliver to Seller a written objection accompanied by either a copy of the Appraisal or written notice from fender that confirms the Appraised Value is less than the Purchase Price(Lender Verification), 6.2.1.3.Appraisal Resolution.If an Appraisal Objection is received by Seller,on or before Appraisal Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Appraisal Resolution Deadline, this Contract will terminate on the Appraisal Resolution Deadline,unless Seller receives Buyer's written withdrawal of the Appraisal Objection before such v.i.t termination,i.e.,on or before expiration of Appraisal Resolution Deadline. 6.2.2.FHA.It is expressly agreed that,notwithstanding any other provisions of this Contract, •' the purchaser(Buyer)shall not be obligated to complete the purchase of the Property described herein or to Incur any penalty by forfeiture of Earnest Money deposits or otherwise unless the purchaser(Buyer)has been ni given, in accordance with HUD/FHA or VA requirements,a written statement issued by the Federal Housing ,•'c Commissioner, Department of Veterans Affairs,or a Direct Endorsement lender,setting forth the appraised value of the Property of not less than S , The purchaser(Buyer)shall have the privilege and option of proceeding with the consummation of this Contract without regard to the amount of the appraised valuation. The appraised Valuation is arrived at to determine the maximum mortgage the Department of Housing and Urban Development will Insure, HUD does not warrant the value nor the condition of the Property.The • ` ' purchaser(Buyer)should satisfy himself/herself that the price and condition of the Property are acceptable. 6.2.3, VA.It is expressly agreed that,notwithstanding any other provisions of this Contract, ; the purchaser(Buyer)shall not incur any penalty by forfeiture of Earnest Money or otherwise or be obligated to complete the purchase of the Property described herein. if the Contract Purchase Price or cost exceeds the reasonable value of the Property established by the Department of Veterans Affairs.The purchaser(Buyer) shall,however,have the privilege and option of proceeding with the consummation of this Contract without regard to the amount of the reasonable value established by the.Department of Veterans Affairs. 6.3. Lender Property Requirements.If the lender imposes any written requirements, replacements, removals or repairs,including any specified In the Appraisal(Lender Requirements)to be made to the Property (e.g.,roof repair,repainting),beyond those matters already agreed to by Seller In this Contract,this Contract ..f: terminates on the earlier of three days following Seller's receipt of the Lender Requirements,or Closing,unless prior to termination:(1)the parties enter into a written agreement to satisfy the Lender Requirements;(2)the Lender Requirements have been completed;or(3)the satisfaction of the Lender Requirements is waived in writing by Buyer, CBS i-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 5 of 20 I3 CTMeContraemeom-t'20 i9 CIM Software Corp. EXHIBIT A 6.4. Cost of Appraisal.Cost of the Appraisal to be obtained after the date of this Contract must be ' timely paid by Buyer °Seller.The cost of the Appraisal may include any and all fees paid to the appraiser,appraisal management company,lender's agent or all three. 7, OWNERS'ASSOCIATION. This Section is applicable lithe Property is located within a Common Interest Community and subject to the declaration(Association). 7.1. Common Interest Community Disclosure.THE PROPERTY IS LOCATED WITHIN A COMMON INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR THE COMMUNITY. '4) THE OWNER OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNERS' ASSOCIATION FOR THE COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION.THE DECLARATION,BYLAWS AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL OBUGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY ASSESSMENTS OF THE ASSOCIATION.IF THE OWNER DOES NOT PAY THESE ASSESSMENTS,THE ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT.THE DECLARATION,BYLAWS AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION)AND THE APPROVAL OF THE ASSOCIATION.PURCHASERS OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION,PURCHASERS SHOULD CAREFULLY READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF THE ASSOCIATION. 7.2, Association Documents to Buyer.Seller Is obligated to provide to Buyer the Association Documents(defined below),at Sellers expense,on or before Association Documents Deadline.Seller authorizes the Association to provide the Association Documents to Buyer,at Seller's expense.Seller's . obligation to provide the Association Documents is fulfilled upon Buyer's receipt of the Association DocuMents, regardless of who provides such documents, .• , 7.3. Association Documents.Association documents(Association Documents)consist of the following: 7.3.1. All Association declarations,articles of incorporation,bylaws, articles of organization,operating agreements,rules and regulations,party wall agreements and the Association's responsible governance policies adopted under§38-33.3-209,5,C.R.S.; 7.3.2. Minutes of:(1)the annual owners'or members'meeting and(2)any executive boards`or managers'meetings;such minutes include those provided under the most current annual disclosure required under 38-33.3-209.4,C.R.S.(Annual Disclosure)and minutes of meetings, if any,subsequent to the minutes disclosed in the Annual Disclosure. If none of the preceding minutes exist,then the most recent _ minutes, if any(§§7.3.1 and 7.3.2,collectively,Governing Documents);and 7.3.3. List of all Association insurance policies as provided in the Association's last Annual Disclosure,Including,but not limited to,property,general liability,association director and officer professional liability and fidelity policies.The list must include the company names,policy limits.policy deductibles, additional named Insureds and expiration dates of the policies listed(Association Insurance Documents); „ 7.3* A list by unit type of the Association's assessments,Including both regular and special assessments as disclosed in the Association's last Annual Disclosure; , 7.3.5. The Association's most recent financial documents which consist of; (1)the Association's operating budget for the current fiscal year,(2)the Association's most recent annual financial statements,including any amounts held in reserve for the fiscal year immediately preceding the Association's last Annual Disclosure,(3)the results of the Association's most recent available financial audit or review,(4) list of the fees and charges(regardless of name of title of such fees or charges)that the Association's community association manager or Association will charge In connection with the Closing including,but not limited to,any fee Incident to the issuance of the Association's statement of assessments(Status Letter),any rush or update fee charged for the Status Letter,any record change fee or ownership record transfer fees - (Record Change Fee),fees to access documents,(5)list of all assessments required to be paid in advance, reserves or working capital due at Closing and(6)reserve study,if any(§§7.3.4 and 7.3.5,collectively, Financial Documents); CBS I-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 6 of 20 C • CTMeContracts.tom-C2019 CTM Sallware Corr EXHIBIT A 7.3.6. Any written notice from the Association to Seller of a"construction defect action" under§38-33.3-303.5,C.R.S.within the past six months and the result of whether the Association approved or disapproved such action(Construction Defect Documents).Nothing in this Section limits the Seller's obligation to disclose adverse material facts as required under§ 10.2(Disclosure of Adverse Material Facts; '•' Subsequent Disclosure;Present Condition)including any problems or defects in the common elements or ' limited common elements of the Association property, 7.4, Conditional on Buyer's Review. Buyer has the right to review the Association Documents, Buyer has the Right to Terminate under§25.1,on or before Association Documents Termination Deadline, based on any unsatisfactory provision in any of the Association Documents,in Buyer's sole subjective discretion.Should Buyer receive the Association Documents after Association Documents Deadline, Buyer, ' at Buyer's option,has the Right to Terminate under§25.1 by Buyer's Notice to Terminate received by Seller • , on or before ten days after Buyer's receipt of the Association Documents.if Buyer does not receive the Association Documents,or if Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing Date,Buyer's Notice to Terminate must be received by Seller on or before Closing.If Seller does not receive Buyer's Notice to Terminate within such time,Buyer accepts the provisions of the Association Documents as satisfactory and Buyer waives any Right to Terminate under this provision,notwithstanding the provisions of§8.6(Right of First Refusal or Contract Approval). 8. TITLE INSURANCE,RECORD TITLE AND OFF-RECORD TITLE, 8.1. Evidence of Record Title. 8.1.1, Seller Selects Title Insurance Company.If this box is checked,Seller will select the title insurance company to furnish the owner's title insurance policy at Seller's expense.On or beftire Record Title'DeadlIne,Seller must furnish to Buyer,a current commitment for an owner's title insurance policy(Title • Commitment),in an amount equal to the Purchase Price,or if this box is checked,0 an Abstract of Title certified to a current date.Seller will cause the title insurance policy to be issued and delivered to Buyer as soon as practicable at or after Closing, ' ' O 8.1.2, Buyer Selects Title Insurance Company.If this box is checked,Buyer will select the title insurance company to furnish the owner's title insurance policy at Buyer's expense.On or before Record .1_: Title Deadline,Buyer must furnish to Seller,a current commitment for owner's title insurance policy(Title ., ' Commitment),in an amount equal to the Purchase Price. If neither box in§8,1,1 or§8.1.2 is checked,§8.1.1 applies. 8.1.3. Owner's Extended Coverage(OEC). The Title Commitment 0Wiit OWill Not ._• contain Owner's Extended Coverage(OEC). If the Title Commitment Is to contain QEC,it will commit to delete .;, • or insure over the standard exceptions which relate to:(1)parties In possession,(2)unrecorded easements, '" (3)survey matters.(4)unrecorded mechanics'liens,(5)gap period(period between the effective date and time of commitment to the date and time the deed is recorded)and(6)unpaid taxes,assessments and unredeemed 1., tax sales prior to the year of Closing.Any additional premium expense to obtain OEC will be paid by OBuyer ®Seller 0 One-Half by Buyer and One-Half by Seller 0 Other , ' Regardless of whether the Contract requires OEC,the Title insurance Commitment may not provide OEC or delete or insure over any or all of the standard exceptions for OEC.The Title Insurance Company may require a New Survey or New ILC,defined below,among other requirements for OEC. if the Title Insurance Commitment is not satisfactory to Buyer,Buyer has a right to object under§8.5(Rignt to Object to Title, ' Resolution). 8.1.4. Title Documents.Title Documents consist of the following:(1)copies of any plats, declarations,covenants,conditions and restrictions burdening the Property and(2)copies of any other documents(or,if illegible,summaries of such documents)listed in the schedule of exceptions(Exceptions)in the Title Commitment furnished to Buyer(collectively,Title Documents). 8,1.5. Copies of Title Documents.Buyer must receive,on or before Record Title Deadline, ., copies of all Title Documents.This requirement pertains only to documents as shown of record in the office of the clerk and recorder in the county where the Property is located.The cost of furnishing copies of the documents required in this Section will be at the expense of the party or parties obligated to pay for the owner's title insurance policy. 8.1.6. Existing Abstracts of Title.Seller must deliver to Buyer.copies of any abstracts of CBS1.6-I8. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 7 or 20 6C CTMcCoorracts.com-+'2019 CTM Software Corp. EXHIBIT A title covering all or any portion of the Property(Abstract of Title)in Seller's possession on or before Record Title Deadline. 8.2. Record Title.Buyer has the right to review and object to the Abstract of Title or Title . Commitment and any of the Title Documents as set forth in§8.5(Right to Object to Title,Resolution)on or before Record Title Objection Deadline.Buyer's objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title,notwithstanding§ 13,or any other unsatisfactory title condition,in Buyer's sole subjective discretion. If the Abstract of Title,Title Commitment or Title Documents are not received by Buyer on or before the Record Title Deadline,or if there is an endorsement to the Title Commitment that adds a new Exception to title, a copy of the new Exception to title and the modified Title = " Commitment will be delivered to Buyer.Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object to:(1)any required Title Document not timely received by Buyer, (2) any change to the Abstract of Title,Title Commitment or Title Documents,or(3)any endorsement to the Title Commitment,If Seller receives Buyers Notice to Terminate or Notice of Title Objection.pursuant to this§8.2 (Record Title),any title objection by Buyer is governed by the provisions set forth In§8.5(Right to Object to Title,Resolution). If Seller has fulfilled all Seller's obligations,if any,to deliver to Buyer all documents required by§8,1 (Evidence of Record Title)and Seller does not receive Buyer's Notice to Terminate or Notice of Title •• - Objection by the applicable deadline specified above, Buyer accepts the condition of title as disclosed by the Abstract of Title,Title Commitment and Title Documents as satisfactory. 8,3, Off-Record Title.Seller must deliver to Buyer, on or before Off-Record Title Deadline,true copies of all existing surveys in Seller's possession pertaining to the Property and must disclose to Buyer all ) • easements,liens(including,without limitation,governmental improvements approved,but not yet Installed)or '-• other title matters(Including,without limitation,rights or first refusal and options)not shown by public records, of which Seller has actual knowledge(Off-Record Matters).This Section excludes any New ILC or New Survey governed under§9(New ILC,New Survey). Buyer has the right to inspect the Property to investigate if any third party has any right in the Property not shown by public records (e,g., unrecorded easement, boundary line discrepancy or water rights).Buyer's Notice to Terminate or Notice of Title Objection of any unsatisfactory condition(Whether disclosed by Seller or revealed by such Inspection,notwithstanding§8.2 (Record Title)and§ 13(Transfer of Title)),in Buyer's sole subjective discretion,must be received by Seller on . or before Off-Record Title Objection Deadline.If an Off-Record Matter is received by Buyer after the Off-Record Title Deadline,Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to such Off-Record Matter. If Seller receives Buyer's Notice to Terminate or Notice of Title Objection pursuant to this§8.3(Off-Record Title),any title objection by Buyer is governed by the provisions set forth in§ 8.5(Right to Object to Title,Resolution). If Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline specified above,Buyer accepts title subject to such Off-Record ''• Matters and rights,if any,of third parties not shown by public records of which Buyer has actual knowledge. 8.4. Special Taxing Districts.SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS.PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF • SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS • SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY TREASURER,BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR ' THE PROPERTY AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY , COMMISSIONERS,THE COUNTY CLERK AND RECORDER,OR THE COUNTY ASSESSOR. A tax certificate from the respective county treasurer listing any special taxing districts that effect the Property(Tax Certificate)must be delivered to Buyer on or before Record Title Deadline. If the Property is • ' located within a special taxing district and such inclusion is unsatisfactory to Buyer,in Buyer's sole subjective discretion,Buyer may object,on or before Record Title Objection Deadline. If the Tax Certificate shows that . the Property is included in a special taxing district and is received by Buyer after the Record Title Deadline, Buyer has until the earlier of Closing or ten days after receipt by Buyer to review and object to the Property's Inclusion in a special taxing district as unsatisfactory to Buyer. 8.5. Right to Object to Title,Resolution. Buyer's right to object,in Buyer's sole subjective CBS 1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 8 of 20 CTMeCootracts.com-C2019 CTM Software Com. EXHIBIT A discretion,to any title matters includes those matters set forth In§8.2(Record Title),§8.3(Off-Record Title),§ 8.4(Special Taxing District)and§ 13(Transfer of Title).If Buyer objects to any title matter,on or before the , applicable deadline,Buyer has the•fottowing options: .t 8.5.1. Title Objection,Resolution.If Seller receives Buyer's written notice objecting to any title matter(Notice of Title Objection)on or before the applicable deadline and if Buyer and Seller have not agreed to a written settlement thereof on or before Title Resolution Deadline,this Contract will terminate on the expiration of Title Resolution Deadline,unless Seller receives Buyers written withdrawal of Buyer's • Notice of Title Objection(i.e.,Buyer's written notice to waive objection to such items and waives the Right to • Terminate for that reason),on or before expiration of Title Resolution Deadline.If either the Record Title Deadline or the Off-Record Title Deadline,or both,are extended pursuant to§8.2(Record Title),§8,3 , (Off-Record Title)or§8.4(Special Taxing Districts),the Title Resolution Deadline also will be automatically extended io the earlier of Closing or fifteen days after Buyer's receipt of the applicable documents;or i.! 8.5.2. Title Objection,Right to Terminate.Buyer may exercise the Right to Terminate under §25.1,on or before the applicable deadline,based on any title matter unsatisfactory to Buyer,in Buyer's sole subjective discretion. 8.6. Right of First Refusal or Contract Approval. If there Is a right of first refusal on the Property or a right to approve this Contract,Seller must promptly submit this Contract according to the terms and conditions of such right.If the holder of the right of first refusal exercises such right or the holder of a right to approve disapproves this Contract,this Contract will terminate.If the right of first refusal Is waived explicitly or , , expires, or the Contract is approved,this Contract will remain in full force and effect.Seller must promptly notify Buyer in writing of the foregoing, If expiration or waiver of the right of first refusal or approval of this Contract has not occurred on or before Right of First Refusal Deadline,this Contract will then terminate, 8.7. Title Advisory.The Title Documents affect the title,ownership and use of the Property and should be reviewed.carefully.Additionally,other matters not reflected in the Title Documents may affect the • title,ownership and use of the Property,Including,without limitation,boundary lines and encroachments, set-back requirements, area,zoning,building code violations, unrecorded easements and claims of ' easements,leases and other unrecorded agreements,water on or under the Property, and various laws and governmental regulations concerning land use,development and environmental matters. • j 8,7,1. OIL GAS,WATER AND MINERAL DISCLOSURE.THE SURFACE ESTATE OF THE • PROPERTY MAY BE OWNED SEPARATELY FROM THE UNDERLYING MINERAL ESTATE AND TRANSFER OF THE SURFACE ESTATE MAY NOT NECESSARILY INCLUDE TRANSFER OF THE MINERAL ESTATE OR WATER RIGHTS.THIRD PARTIES MAY OWN OR LEASE INTERESTS IN OIL,GAS, OTHER MINERALS,GEOTHERMAL ENERGY OR WATER ON OR UNDER THE SURFACE OF THE • PROPERTY,WHICH INTERESTS MAY GIVE THEM RIGHTS TO ENTER AND USE THE SURFACE OF THE • PROPERTY TO ACCESS THE MINERAL ESTATE,OIL,GAS OR WATER. 8.7.2, SURFACE USE AGREEMENT.THE USE OF THE SURFACE ESTATE OF THE PROPERTY TO ACCESS THE OIL,GAS OR MINERALS MAY BE GOVERNED BY A SURFACE USE • AGREEMENT,A MEMORANDUM OR OTHER NOTICE OF WHICH MAY BE RECORDED WITH THE COUNTY CLERK AND RECORDER. 8.7.3. OIL AND GAS ACTIVITY.OIL AND GAS ACTIVITY THAT MAV OCCUR ON OR -., ADJACENT TO THE PROPERTY MAY INCLUDE,BUT IS NOT LIMITED TO,SURVEYING,DRILLING, ,. WELL COMPLETION OPERATIONS,STORAGE,OIL AND GAS,OR PRODUCTION FACILITIES, PRODUCING WELLS, REWORKING OF CURRENT WELLS AND GAS GATHERING AND PROCESSING FACILITIES. 8.7.4. ADDITIONAL INFORMATION.BUYER IS ENCOURAGED TO SEEK ADDITIONAL = INFORMATION REGARDING OIL AND GAS ACTIVITY ON OR ADJACENT TO THE PROPERTY, 0" INCLUDING DRILLING PERMIT APPLICATIONS,THIS INFORMATION MAY BE AVAILABLE FROM THE COLORADO OIL AND GAS CONSERVATION COMMISSION. 8,7.5, Title Insurance Exclusions.Matters set forth in this Section and others,may be excepted,excluded from,or not covered by the owner's title insurance policy. 8.8. Consult an Attorney.Buyer is advised to timely consult legal counsel with respect to all such • matters as there are strict time limits provided in this Contract(e.g.,Record Title Objection Deadline and }• : Off-Record Title Objection Deadline). CBS I.6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 9 of`20 B c CTMeConuaccs.corn x'2019 CTM Sotlwarc Corp. EXHIBIT A • "` 9. NEW ILC, NEW SURVEY. 9.1. New ILC or New Survey.If the box is checked,a: 1)°New Improvement Location Certificate (New ILC);or,2) °New Survey In the form of;is required and the following will apply; 9.1.1.Ordering of New ILC or New Survey.°Seiler ❑Buyer will order the New PLC or New Survey,The New ILC or New Survey may also be a previous LLC or survey that Is in the above-required form, certified and updated as of a date after the date of this Contract. 9.1.2. Payment for New ILC or New Survey.The cost of the New iLC or New Survey will be paid,on or before Closing,by:°Seller °Buyer or: 9.1.3. Delivery of New ILC or New Survey, Buyer,Seller,the issuer of the Title Commitment(or the provider of the opinion of title if an Abstract of Title)and will receive a New ILC or New Survey on or before • New ILC or New Survey Deadline. 9.1.4.Certification of New ILC or New Survey.The New ILC or New Survey will be certified by the surveyor to all those who are to receive the New ILC or New Survey. 9.2. Buyer's Right to Waive or Change New ILC or New Survey Selection. Buyer may select a New ILC or New Survey different than initially specified in this Contract if there is no additional cost to Seller or ' ' ' change to the New ILC or New Survey Objection Deadline.Buyer may,in Buyer's sole subjective discretion, ` waive a New ILC or New Survey if done prior to Seller incurring any cost for the same, 9.3. New PLC or New Survey Objection.Buyer has the right to review and object to the New ILO or • New Survey. If the New ILC or New Survey is not timely received by Buyer or is unsatisfactory to Buyer,in Buyer's sole subjective discretion,Buyer may,on or before New ILC or New Survey Objection Deadline, notwithstanding§8.3 or§13; 9.3.1.Notice to Terminate.Notify Seller In writing, pursuant to§25.1,that this Contract is terminated;or 9.3.2.New ILC or New Survey Objection.Deliver to Seller a written description of any matter ' that was to be shown or is shown in the New ILC or New Survey that is unsatisfactory and that Buyer requires Seller to correct. 9.3.3.New ILC or New Survey Resolution.If a New ILC or New Survey Objection is received ,. by Seller,on orbefore New ILC or New Survey Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before New ILC or New Survey Resolution Deadline, this Contract will terminate on expiration of the New PLC or New Survey Resolution Deadline,unless Seller receives Buyer's written withdrawal of the New ILC or New Survey Objection before such termination,i.e.,on or before • expiration of New ILC or New Survey Resolution Deadline. DISCLOSURE, INSPECTION AND DUE DILIGENCE • 10. PROPERTY DISCLOSURE,INSPECTION, INDEMNITY,INSURABILITY, DUE DILIGENCE AND SOURCE OF WATER. , 10,1, Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline,Seller agrees to deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's • Seller's Property Disclosure form completed by Seller to Seller's actual knowledge and current as of the date of this Contract. 10.2. Disclosure of Adverse Material Facts;Subsequent Disclosure;Present Condition, Seller .,., must disclose to Buyer any adverse material facts actually known by Seller as of the date of this Contract. Seller agrees that disclosure of adverse material facts will be in writing. In the event Seller discovers an adverse material fact a€terthe date of this Contract,Seller musttimely disclose such adverse fact to Buyer, • Buyer has the Right to Terminate based on the Seller's new disclosure on the earlier of Closing or five days after Buyer's receipt of the new disclosure.Except as otherwise provided in this Contract,Buyer acknowledges • that Seller is conveying the Property to Buyer In an"As Is"condition."Where Is"and"With Alt Faults," 10.3. Inspection.Unless otherwise provided in this Contract,Buyer,acting in good faith,has the right to have inspections(by one or more third parties, personally or both)of the Property and Inclusions • (inspection),al Buyer's expense, If(1)the physical condition of the Property,including,but not limited to,the roof,walls,structural integrity of the Property,the electrical,plumbing,1-IVAC and other mechanical systems of CBS r-6-18. CONTRACT TO BUY AND SELL REAL ESTATE• Rcsidential Pap IO of 20 BC CTMeCowuracts,ccm•t 2019 CTM Software Cool. EXHIBIT A • the Property,(2)the physical condition of the Inclusions, (3)service to the Property(including utilities and • communication services), systems and components of the Property(e.g.,heating and plumbing),(4)any proposed or existing transportation project,road,street or highway,or(5)any other activity,odor or noise (whether on or off the Property)and its effect or expected effect on the Property or its occupants Is ' unsatisfactory,in Buyer's sole subjective discretion,Buyer may: 10,3.1. Inspection Objection.On or before the inspection Objection Deadline,deliver to Seller a written description of any unsatisfactory condition that Buyer requires Seller to correct;or 10.3.2. Terminate.On or before the inspection Termination Deadline,notify Seller in writing, pursuant to§25.1,that this Contract is terminated due to any unsatisfactory condition,Inspection Termination Deadline will be on the earlier of Inspection Resolution Deadline or the date specified In§ • 3.1 for inspection Termination Deadline. 10.3.3. Inspection Resolution.If an Inspection Objection is received by Seller,on or before • Inspection Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution Deadline,this Contract will terminate on inspection Resolution Deadline unless Seller receives Buyer's written withdrawal of the Inspection Objection before such termination,i.e.,on or before expiration of Inspection Resolution Deadline. 10.4. Damage, Liens and Indemnity.Buyer,except as otherwise provided in this Contractor other written agreement between the parties,is responsible for payment for all inspections,tests,surveys, engineering reports,or other reports performed at Buyer's request(Work)and must pay for any damage that , , occurs to the Property and Inclusions as a result of such Work.Buyer must not permit claims or liens of any kind against the Property for Work performed on the Property. Buyer agrees to indemnify, protect and hold Seller harmless from and against any liability,damage,cost or expense incurred by Seller and caused by any such Work,claim,or lien,This Indemnity includes Seller's right to recover all costs and expenses incurred by Seller to defend against any such liability,damage,cost or expense,or to enforce this Section,including Seller's reasonable attorney fees,legal fees and expenses.The provisions of this Section survive the • termination of this Contract.This§10,4 does not apply to items performed pursuant to an Inspection ' Resolution. 10,5. Insurability.Buyer has the right to review and objectto the availability,terms and conditions of and premium for property insurance(Property Insurance).Buyer has the Right to Terminate under§20.1,on or before Property Insurance Termination Deadline,based on any unsatisfactory provision of the Property Insurance, in Buyer's sole subjective discretion. 10,6, Due Diligence. 10.6.1. Due Diligence Documents,.If the respective box is checked,Seller agrees to deliver copies of the following documents and information pertaining to the Property(Due Diligence Documents)to "I, Buyer on or before Due Diligence Documents Delivery Deadline: ❑ 10.6.1.1. All current leases,including any amendments or other occupancy agreements,pertaining to the Property.Those leases or other occupancy agreements pertaining to the Property that survive Closing are as follows(Leases): 0 10.6.1,2. Other documents and information: 10.6.2. Due Diligence Documents Review and Objection.Buyer has the right to review and object to Due Diligence Documents,If the Due Diligence Documents are not supplied to Buyer or are ; : unsatisfactory,to Buyer's sole subjective discretion,Buyer may,on or before Due Diligence Documents •. Objection Deadline: ;, 10.6.2.1. Notice to Terminate.Notify Seller in writing,pursuant to§25.1,that this Contract is terminated;or 1 10,6.2.2, Due Diligence Documents Objection,Deliver to Seller a written description T of any unsatisfactory Due Diligence Documents that Buyer requires Seller to correct. 10,6.2.3. Due Diligence Documents Resolution.If a Due Diligence Documents Objection is received by Seller,on or before Due Diligence Documents Objection Deadline and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Due Diligence Documents Resolution Deadline,this Contract will terminate on Due Diligence Documents Resolution Deadline unless Seller receives Buyer's written withdrawal of the Due Diligence Documents Objection before such termination, i.e.,on CBSl-6-I8. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page I i or2O BC CTMeContractt.co a-12014 CTM Software Corp, EXHIBIT A or before expiration of Due Diligence Documents Resolution Deadline, 10.7. Conditional Upon Sale of Property.This Contract is conditional upon the sale and closing of that certain property owned by Buyer and commonly known as .Buyer has the Right to Terminate under.§25.1 . effective upon Seller's receipt of Buyer's Notice to Terminate on or before Conditional Sale Deadline if such property is not sold and closed by such deadline.This Section Is for the sole benefd of Buyer. If Seller does not receive Buyer's Notice to Terminate on or before Conditional Sale Deadline,Buyer waives any Right to Terminate under this provision. 10.8. Source of Potable Water(Residential Land and Residential improvements Only).Buyer ODoes Does Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing the source of potable water for the Property.®Thereis No Well: Buyer ODoes oes Not acknowledge receipt of a copy of the current well permit, ;' Note to Buyer:SOME WATER PROVIDERS RELY,TO VARYING DEGREES,ON NONRENEWABLE GROUND WATER.YOU MAY WISH TO CONTACT YOUR PROVIDER(OR INVESTIGATE THE DESCRIBED SOURCE)TO DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES. 10,9. Existing Leases;Modification of Existing Leases; New Leases.(Intentionally Deleted) 10.10, Lead-Based Paint 10.10.1. Lead-Based Paint Disclosure. Unless exempt, If the Property includes one or ' more residential dwellings constructed ora building permit was issued prior to January 1, 1978,for the benefit of Buyer,Seller and ail required real estate licensees must sign and deliver to Buyer a completed Lead-Based Paint Disclosure(Sales)form on or before the Lead-Based Paint Disclosure Deadline. If Buyer does not timely receive the Lead-Based Paint Disclosure,Buyer may waive the failure to timely receive the Lead-Based Paint Disclosure,or Buyer may exercise Buyer's Right to Terminate under§25.1 by Seller's receipt of Buyer's Notice to Terminate on or before the expiration of the Lead-Based Paint Termination Deadline. 10.10,2. Lead-Based Paint Assessment.If Buyer elects to conduct or obtain a risk assessment or inspection of the Properly for the presence of Lead-Based Paint or Lead-Based Paint hazards, Buyer has a Right to Terminate under§25.1 by Seller's receipt of Buyer's Notice to Terminate on or before the expiration of the Lead-Based Paint Termination Deadline. If Buyer's Notice to Terminate would otherwise be required to be received by Seller after Closing Date,Buyer's Notice to Terminate must be received by Seller • on or before Closing.Buyer may elect to waive Buyer's right to conduct or obtain a risk assessment or inspection of the Property for the presence of Lead-Based Paint or Lead-Based Paint hazards. If Seller does not receive Buyer's Notice to Terminate within such time, Buyer accepts the condition of the Property relative ,' to any Lead-Based Paint as satisfactory and Buyer waives any Right to Terminate under this provision. 10.11. Carbon Monoxide Alarms.Note:if the improvements on the Property have a fuel-fired heater or appliance,a fireplace,or an attached garage and include one or more rooms lawfully used for sleeping purposes(Bedroom),the parties acknowledge that Colorado law requires that Seller assure the Property has an operational carbon monoxide alarm installed within fifteen feet of the entrance to each Bedroom or In a location as required by the applicable building code. 10.12. Methamphetamine Disclosure. If Seiler knows that methamphetamine was ever manufactured,processed,-cooked.,disposed of,used or stored at the Property,Seller is required to disclose • such fact.No disclosure is required if the Property was remediated in accordance with state standards and other requirements are fulfilled pursuant to§25-18.5-102,C.R.S., Buyer further acknowledges that Buyer has the right to engage a certified hygienist or industrial hygienist to test whether the Property has ever been used • as a methamphetamine laboratory.Buyer has the Right to Terminate under§25.1,upon Seller's receipt of Buyer's written Notice to Terminate,notwithstanding any other provision of this Contract,based on Buyer's test results that indicate the Property has been contaminated with methamphetamine,but has not been remediated to meet the standards established by rules of the State Board of Health promulgated pursuant to§ - 25-18,5-102,C,R.S. Buyer must promptly give written notice to Seller of the results of the test. 11. TENANT ESTOPPEL STATEMENTS.[Intentionally Deleted] CLOSING PROVISIONS CBS 1-6-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 1 of 20 BC CTMeCantracts.com•t'2019 CTM Software Corr- EXHIBIT A 12. CLOSING DOCUMENTS,INSTRUCTIONS AND CLOSING, 12.1.Closing Documents and Closing information.Seller and Buyer will cooperate with the Closing r. Company to enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seger and their designees. if Buyer is obtaining a loan to purchase the Property,Buyer acknowledges Buyer's lender is required to provide the Closing Company,in a timely manner, all required loan documents and financial information concerning Buyer's loan.Buyer and Seller will furnish any additional information and documents required by Closing Company that will be necessary to complete this transaction,Buyer and Seller will sign and complete all customary or reasonably-required documents at or before Closing. • 12.2.Closing instructions.Colorado Real Estate Commission's Closing Instructions DAre CAre • Not executed with this Contract. 12,3.Closing.Delivery of deed from Seller to Buyer will be at closing(Closing),Closing will be on the , , date specified as the Closing Date or by mutual agreement at an earlier date.The hour and place of Closing • will be as designated by Buyer and Seller. 12.4.Disclosure of Settlement Costs,Buyer and Seller acknowledge that costs,quality and extent of service vary between different settlement service providers(e.g.,attorneys,lenders,inspectors and title companies), • 13. TRANSFER OF TITLE.Subject to Buyer's compliance with the terms and provisions of this Contract. • including the tender of any payment due at Closing,Seller, provided another deed is not selected,must } execute and deliver a good and sufficient special warranty deed to Buyer,at Closing. However,If the box is checked,the parties agree to use the corresponding deed instead: ❑general warranty deed 0 bargain and sale deed 0 quit claim deed❑personal representative's deed • ®special warranty deed. 13.1, 'Special Warranty Deed and General Warranty Deed Exceptions.if title will be conveyed using a special warranty deed or a general warranty deed,title wilt be conveyed subject to: 13.1.1. General taxes for the year of Closing, 13.1.2. Distribution utility easements(including cable TV), 13.1.3. Those specifically described rights of third parties not shown by the public records of which Buyer has actual knowledge and which were accepted by Buyer in accordance with with§8.3 (Off-Record Title)and§9(New ILC or New Survey), 13.1.4. inclusion of the Property within any special taxing district, 13.1.5. Any special assessment if the improvements were not installed as of the date of °" Buyer's signature hereon,whether assessed prior to or after Closing and 13.1.6. Other. 13.2. Special Warranty Deed.In addition to the requirements of§13.1, If title will be conveyed by a special warranty deed,Seller will warrant title against all persons claiming by,through or under Seller subject to those specific recorded exceptions,if any,created during Seller's ownership of the Property and described by reference to recorded documents shown as Exceptions in the Title Documents that are accepted by Buyer in accordance with§82(Record Title)and described in the deed by reference to the specific recording • Information for each recorded document. 13.3. General Warranty Deed.In addition to the requirements of§13,1,if title will be conveyed by a general warranty deed,Seller will warrant the title subject to those specific recorded exceptions described by , reference to recorded documents shown as Exceptions in the Title Documents that are accepted by Buyer in =*. accordance with§8.2.(Record Title)and described in the deed by reference to the specific recording information for each recorded document. 14. PAYMENT OF LIENS AND ENCUMBRANCES..Unless agreed to by Buyer In writing,any amounts . owed on any liens or encumbrances securing a monetary sum,including,but pot limited to,any governmental liens for special improvements installed as of the date of Buyer's signature hereon,whether assessed or not „ and previous years'taxes,will be paid at or before Closing by Seller from the proceeds of this transaction or from any other source. CBS 1-6-18. CONTRACT TO BUY AND SELL.REAL ESTATE- Residential Page 13 of 20 gC CTMcCoraracn.com-'1019 CTM Software Corp. EXHIBIT A ' 15. CLOSING COSTS,CLOSING FEE, ASSOCIATION FEES AND TAXES. 15.1. Closing Costs. Buyer and Seller must pay,in Good Funds, their respective closing costs and all other Items required to be paid at Closing, except as otherwise provided herein, 15.2. Cbs ml Services Fee. The fee for real estate closing services must be paid at Closing by 0 Buyer 0 Seller 2:3 One-Half by Buyer and One-Half by Seller 0 Other 15.3. Status Letter and Record Change Fees. At least fourteen days prior to Closing Date, Seller agrees to promptly request the Association to deliver to Buyer a current Status Letter.Any fees incident to the issuance of Association's Status Letter must be paid by ONone 0Buyer Weller Done-Half by Buyer and One-Half by Seller,Any Record Change Fee must be paid by 0 None 0 Buyer '11 Seller 0 One-Half by Buyer and One-Half by Seller. 15.4. Local Transfer Tax. 0 The Local Transfer Tax of %of the Purchase Price must be paid at Closing by None 0 Buyer 0 Seller 0 One-Half by Buyer and One-Half by Seller. 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, ; • • payable at Closing,such as community association fees,developer fees and foundation fees,must be paid at Closing by EINone DBuyer OSeller DOne-Half by Buyer and One-Half by Seller,The Private Transfer fee,whether one or more,Is for the following association(s):in the total amount of i'h of the Purchase Price or 5. 15.6. Water Transfer Fees. The Water Transfer Fees can change.The fees,as of the date of it this Contract,do not exceed 5 for: 0 Water Stock/Certificates 0 Water District 0 Augmentation Membership 0 Small Domestic Water Company 0 and must be paid at Closing by 181 None DBuyer DSeller 00ne-Half by Buyer and One-Half by Seller 15.7. Sales and Use Tax, Any sales and use tax that may accrue because of this transaction must be paid when due by None DBuyer DSeller 0 One-Half by Buyer and One-Half by Seller. 15.8. FIRPTA and Colorado Withholding. 15,8,1. FIRPTA. The Internal Revenue Service(IRS)may require a Substantial portion of the Seller's proceeds be withheld after Closing when Seller is a foreign person,If required withholding does not occur,the Buyer could be held liable for the amount of the Seller's lax, Interest and penalties.If the box in this Section is checked,Seller represents that Seller DIS a foreign person for purposes of U.S.income taxation. if the box in this Section is not checked, Seller represents that Seller is not a foreign person for purposes of U.S.income taxation.Seller agrees to cooperate with Buyer and ClosIng Company to provide any reasonably requested documents to verity Seller's foreign person status.If withholding is required.Seller authorizes Closing Company to withhold such amount from Seller's proceeds, Seller should Inquire with Seller's tax advisor to determine if withholding applies or if an exemption exists, 15,8.2, Colorado Withholding. The Colorado Department of Revenue may requirea portion of the Seller's proceeds be withheld after Closing when Seller will not be a Colorado resident after -;, Closing, If not otherwise exempt.Seller agrees to cooperate with Buyer and Closing Company to provide any .,_ reasonably requested documents to verify Seller's status, If withholding is required,Seller authorizes Closing Company to withhold such amount from Seller's proceeds.Seller should inquire with Sellers tax advisor to determine if withholding applies or if an exemption exists. 16. PRORATIONS AND ASSOCIATION ASSESSMENTS.The following will be prorated to the Closing Date,except as otherwise provided: 16.1. Taxes.Personal property taxes, if any,special taxing district assessments, if any and general real estate taxes for the year of Closing,based on 0 Taxes for the Calendar Year Immediately Preceding Closing I4 Most Recent Mill Levy and Most Recent Assessed Valuation,adjusted by any applicable qualifying seniors property tax exemption,qualifying disabled veteran exemption or 0 Other. 16.2. Rents.Rents based on 0 Rents Actually Received DAccrued.At Closing, Seller will transfer or credit to Buyer the security deposits for all Leases assigned,or any remainder after lawful deductions and notify all tenants in writing of such transfer and of the transferee's name and address. Seller must assign to Buyer all Leases in effect at Closing and Buyer must assume Seller's obligations under such Leases. CBS1-6-111. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Par 14 o120 BC CTMeCaturacts.com 2019 CTM SoRware Corp. EXHIBIT A 16,3. Association Assessments.Current regular Association assessments and dues (Association Assessments)paid In advance will be credited to Seller at Closing.Cash reserves held out of the ,>. regular Association Assessments for deferred maintenance by the Association will not be credited to Seller except as may be otherwise provided by the Governing Documents.Buyer acknowledges that Buyer may be obligated to pay the Association,at Closing,an amount for reserves or working capital,Any special '' assessment assessed prior to Closing Date by the Association will be the obligation of OBuyer ®Seller. , Except however,any special assessment by the Association for improvements that have been installed as of the date of Buyer's signature hereon,whether assessed prior to or after Closing,will be the obligation of Seller, , Seller represents there are no unpaid regular or special assessments against the Property except the current ' regular assessments and .Association Assessments are subject to change as provided in the Governing Documents. 16.4. Other Prorations,Water and sewer charges,propane,interest on continuing loan and 16.5. Final Settlement.Unless otherwise agreed in writing,these proration are final. 17. POSSESSION, Possession of the Property will be delivered to Buyer on Possession Date at Possession Time,subject to the Leases as set forth In§ 10.6.11, if Seller,after Closing,fails to deliver possession as specified, Seller will be subject to eviction and ,,: will be additionally liable to Buyer for payment of$per day(or any part of a day notwithstanding§18.1)from Possession Date and Possession lime until possession is delivered. Buyer represents that Buyer will occupy the Property as Buyer's principal residence unless the following box Is checked, then Buyer®Does Not represent that Buyer Will occupy the Property as Buyer's principal residence. O If the box is checked,Buyer and Seller agree to execute a Post-Closing Occupancy Agreement. I GENERAL PROVISIONS 18. DAY; COMPUTATION OF PERIOD OF DAYS,DEADLINE. 18.1.Day.As used in this Contract,the term"day'means the entire day ending at 11:59 p.m.,United Slates Mountain Time(Standard or Daylight Savings,as applicable). 18.2.Computation of Period of Days, Deadline.In computing a period of days(e.g.,three days after MEC),when the ending date is not specified,the first day is excluded and the last day is included.If any .ar. deadline falls on a Saturday,Sunday or federal or Colorado state holiday(Holiday),such deadline®Will O Will Not be extended to the next day that is not a Saturday,Sunday or Holiday. Should neither box be • checked, the deadline will not be extended. 19. CAUSES OF LOSS,INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES;CONDEMNATION; AND WALK-THROUGH.Except as otherwise provided in this Contract,the Property, Inclusions or both will be I delivered in the condition existing as of the date of this Contract,ordinary wear and tear excepted. 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire,other perils or causes of loss prior to Closing(Properly Damage)in an amount of not more than ten percent of the total Purchase Price and if the repair of the damage will be paid by insurance(other than the deductible to be . • paid by Seller),then Seller,upon receipt of the insurance proceeds,will use Seller's reasonable efforts to repair the Property before Closing Date,Buyer has the Right to Terminate under§25,1,on or before Closing • ' Date, if the Property Is not repaired before Closing Date,or if the damage exceeds such sum.Should Buyer elect to carry out this Contract despite such Property Damage,Buyer is entitled to a credit at Closing for all • insurance proceeds that were received by Seller(but not the Association,if any)resulting from damage to the Property and Inclusions,plus the amount of any deductible provided for in the insurance policy,This credit may not exceed the Purchase Price.In the event Seller has not received the insurance proceeds prior to Closing, the parties may agree to extend the Closing Date to have the Property repaired prior to Closing or,at the . option of Buyer,(1)Seller must assign to Buyer the right to the proceeds at Closing,if acceptable to Seller's -,� Insurance company and Buyer's lender;or(2)the parties may enter into a written agreement prepared by the CBS 1.8.15. CONTRACT TO BUY AND SELL REAL ESTATE• Residential Page 15 of 20 E3C CTMeCauraas.cum•12019 CTM Software Corp EXHIBIT A parties or their attorney requiring the Seller to escrow at Closing from Seller's sale proceeds the amount Seller has received and will receive due to such damage,not exceeding the total Purchase Price,plus the amount of any deductible that applies to the insurance claim. 19.2. Damage,Inclusions and Services, Should any Inclusion or service(incl.ding utilities and communication services),system,component or fixture of the Property(collectively Service)(e.g.,heating or plumbing),fail or be damaged between the date of this Contract and Closing or possession,whichever is earlier,then Seller is liable for the repair or replacement of such Inclusion or Service with a unit of similar size, . age and quality,or an equivalent credit,but only to the extent that the maintenance cr replacement of such Inclusion or Service is not the responsibility of the Association,if arty,less any insurance proceeds received by "'t' Buyer covering such repair or replacement.If the failed or damaged Inclusion or Service is not repaired or replaced on or before Closing or possession,whichever is earlier,Buyer has the Right to Terminate under§ c; 25,1, on or before Closing Date,or,at the option of Buyer, Buyer is entitled to a credit at Closing for the repair or replacement of such Inclusion or Service.Such credit must not exceed the Purchase Price. If Buyer receives such a credit,Seller's right for any claim against the Association,if any,will survive Closing. 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending ,,, condemnation action may result in a taking of ail or part of the Property or Inclusions.Seller must promptly notify Buyer, in writing,of such condemnation action.Buyer has the Right to Terminate under§25.1,on or `" ' before Closing Date,based on such condemnation action,in Buyer's sole subjective.discretion.Should Buyer elect to consummate this Contract despite such diminution of value to the Property and Inclusions,Buyer Is Li,t- entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the diminution in the value of r 3 the Property or Inclusions but such credit will not include relocation benefits or expenses,or exceed the •' Purchase Price. 19,4. Walk•Thraugh and Verification of Condition.Buyer,upon reasonable notice, has the right to walk through the property prior to Closing to verify that the physical condition of the Property and Inclusions compiles with this Contract. I 19.5. Home Warranty, Seller and Buyer are aware of the existence of pre-owned home warranty programs that may be purchased and may cover the repair or replacement of such Inclusions. 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL,Bysigning this Contract,Buyer and Seller acknowledge that the respective broker has advised that this Contract has important legal consequences and has recommended the examination of title and consultation with legal and tax or other counsel before signing ° this Contract. 21. TIME OF ESSENCE,DEFAULT AND REMEDIES.Time is of the essence for all dates and deadlines in this Contract.This means that all dates and deadlines are strict and absolute. If any payment due, Including Earnest Money, is not paid,honored or tendered when due,or if any obligation is not performed timely as provided in this Contract or waived,the non-defaulting party has the following remedies: 21.1. if Buyer is in Default: e e. fJ 21.1.1. Specific Performance.Seller may elect to cancel this Contract and all Earnest Money(whether or not paid by Buyer)will be paid to Seller and retained by Seller.It is agreed that the Earnest Money Is not a penalty and the Parties agree the amount is fair and reasonable. Seller may recover such additional damages as may be proper.Alternatively,Seller may elect to treat this Contract as being in full force and effect and Seller has the right to specific performance or damages,or both. 21.1.2. Liquidated Damages,Applicable,This§21.1.2 applies unless the box in 4 21.1.1, is checked.Seller may cancel this Contract.All Earnest Money(whether or not paid by Buyer)will be paid.to , Seller and retained by Seller. It Is agreed that the Earnest Money specified in§4.1 is LIQJIDATED DAMAGES .,.F,• and not a penalty,which amount the parties agree is fair and reasonable and (except as provided in§§ 10.4, 22,23 and 24),said payment of Earnest Money Is SELLER'S ONLY.REMEDY for Buyer's failure to perform ,.,,,. the obligations of this Contract,Seller expressly waives the remedies of specific performance and additional v... damages. 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled,M which case all '5'i Earnest Money received hereunder will be returned to Buyer and Buyer may recover such damages as may be proper.Alternatively,Buyer may elect to treat this Contract as being in full force and effect and Buyer has the CBS 1-6-Ili. CONTRACT TO BUY AND SELL REM.ESTATE. 'Residential Page 16 of 20 BC CrrskContracts-cum-(2019 CTM Software Cam. EXHIBIT A right to specific performance or damages,or both, 22. LEGAL FEES,COST AND EXPENSES.Anything to the contrary herein notwithstanding,In the event ,•• , of any arbitration or litigation relating to this Contract,prior to or after Closing Date,the arbitrator or court must award to the prevailing party all reasonable costs and expenses,including attorney fees,legal fees and expenses. 23. MEDIATION.If a dispute arises relating to this Contract(whether prior to or after Closing)and is not ' resolved,the parties must first proceed, in good faith,to mediation.Mediation is a process in which the parties ''" meet with an impartial person who helps to resolve the dispute informally and confidentially,Mediators cannot impose binding decisions.Before any mediated settlement is binding,the parties 10 the dispute must agree to the settlement,in writing,The parties will jointly appoint an acceptable mediator and Will share equally in the cost of such mediation,The obligation to mediate,unless otherwise agreed,will terminate if the entire dispute is not resolved within thirty days of the date written notice requestingmediation is delivered by one party to the other at that party's last known address(physical or electronic as provided in§_27),Nothing in this Section prohibits either party from filing a lawsuit and recording a Its pendens affecting the Property,before or after the A date of written notice requesting mediation,This Section Will not alter any date in this Contract,unless otherwise agreed. ;.• 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein,Earnest Money Holder must -;. release the Earnest Money following receipt of written mutual instructions,signed by both Buyer and Seller.In ' the event of any controversy regarding the Earnest Money, Earnest Money Holder is not required to release the Earnest Money. Earnest Money Holder,in its sole subjective discretion,has several options:(1)wait for any proceeding between Buyer and Seller;(2)interplead all partiesand deposit Earnest Money into a court of competent jurisdiction(Earnest Money Holder is entitled to recover court costs and reasonable attorney and legal fees incurred with such action);or(3)provide notice to Buyer and Seller that Unless Earnest Money •'''' Holder receives a copy of the Summons and Complaint or Claim(between Buyer and Seller)containing the case number of the lawsuit(Lawsuit)within one hundred twenty days of Earnest Money Holder's notice tq the parties, Earnest Money Holder is authorized to return the Earnest Money to Buyer.In the event Earnest Money Holder does receive a copy of the Lawsuit and has not interpled the monies at the time of any Order,Earnest Money Holder must disburse the Earnest Money pursuant to the Order of the Court.The parties reaffirm the. obligation of§23(Mediation).This Section will survive cancellation or termination of this Contract. 25. TERMINATION, 25.1.Right to Terminate.If a party has a right to terminate,as provided in this Contract(Right to Terminate), the termination is effective upon the other party's receipt of a written notice to terminate(Notice to :,‘ , Terminate),provided such written notice was received on or before the applicable deadline specified in this Contract,if the Notice to Terminate isnot received on or before the specified deadline,the party with the Right , to Terminate accepts the specified matter,document or condition as satisfactory and waives the Right to •' Terminate under such provision. 25.2. Effect of Termination,In the event this Contract is terminated,all Earnest Money received 1, „ hereunder will be returned to Buyer and the parties are relieved of all obligations hereunder,subject to§§10.4, 22,23 and 24, 26. ENTIRE AGREEMENT,MODIFICATION,SURVIVAL;SUCCESSORS,This Contract,Its exhibits and specified addenda,constitute the entire agreement between the parties relating to the subject hereof and any ' ' prior agreements pertaining thereto,whether oral or written,have been merged and integrated into this ' ' ' Contract. No subsequent modification of any of the terms of this Contract is valid,binding upon the parties,or enforceable unless made in writing and signed by the parties,Any right or obligation In this Contract that,by its terms, exists or is Intended to be performed after termination or Closing survives the same.Any successor to a •;1,, party receives the predecessor's benefits and obligations of this Contract. ,:. 27. NOTICE,DELIVERY AND CHOICE OF LAW. BC CBS1.6-IS. CONTRACT TO BUY AND SELL REAL ESTATE• Residential Page 17 of 2a CTMcComracts.rom•x2019 CTM Software Corp EXHIBIT A • 27.1.Physical Delivery and Notice.Any document, or notice to Buyer or Seller must be in writing, except as provided In§27.2 and is effective When physically received by such party.any individual named in this Contract to receive documents or notices for such party,Broker,or Brokerage Firm of Broker working with such party(except any notice or delivery after Closing must be received by the party,not Broker or Brokerage Firm). 27.2.Electronic Notice.As an alternative to physical delivery,any notice,may be delivered in ; electronic form to Buyer or Seller,any individual named in this Contract to receive documents or notices for such party, Broker or Brokerage Firm of Broker working with such party(except any notice or delivery after Closing must be received by the party, not Broker or Brokerage Firm)at the electronic address of the recipient ,'. by facsimile,email or. 27.3. Electronic Delivery.Electronic Delivery of documents and notice may be delivered by:(1)email at the email address of the recipient,(2)a link or access to a website or server provided the recipient receives • 3 the information necessary to access the documents,or(3)facsimile at the facsimile number(Fax No.)of the recipient. 27.4.Choice of Law,This Contract and all disputes arisinghereunder aregoverned byand construed �.;, • in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a f contract in Colorado for real property located in Colorado. 28. NOTICE OF ACCEPTANCE,COUNTERPARTS.This proposal will expire unless"accepted in writing, ,., by Buyer and Seller, as evidenced by their signatures below and the offering party receives notice of such acceptance pursuant to§27 on or before Acceptance Deadline Date and Acceptance Deadline Time. if ' ` accepted, this document will become a contract between Seller and Buyer.A copy of this Contract may be ,- executed by each party,separately and when each party has executed a copy thereof, such copies taken together are deemed to be a full and complete contract between the parties. ' 29. GOOD FAITH.Buyer and Seller acknowledge that each party has an obligation to act in good faith ' including,but not limited to,exercising the rights and obligations set forth in the provisions of Financing ,17 Conditions and Obligations;Title Insurance,Record Title and Off-Record Title; New ILC,New Survey; 1 and Property Disclosure,Inspection, Indemnity,insurability,Due Diligence and Source of Water. ' • ADDITIONAL PROVISIONS AND ATTACHMENTS 30. ADDITIONAL PROVISIONS.(The following additional provisions have not been approved by the `'" ' Colorado Real Estate Commission.) Y. A commission of$1,0100 will be paid to Listing Agent at closing. A fee of$500 will be paid to NRT REQExperts LLC at closing. t(h Seller understands that this Agreement will not be effective until It Is approved and ratified by the Eagle County Housing and Development Authority at a regularly scheduled public ' ' '' meeting. Upon acceptance of offer by Seller, Buyer shall schedule said public meeting and this Agreement will be come effective upon County Commissioner affirmative motion on the same. For purposes of this Agreement, MEC shall be the date approved by Buyer at such ' ' public meeting i . • 31, OTHER DOCUMENTS. 31.1.The following documents are a part of this Contract: + A. Chase Seller's Addendum to Real Estate Purchase Contract and Release of Claims. t ` : B. Amendment to Contract dated 3/22/f9 31.1.1.Post-Closing Occupancy Agreement. If the Post-Closing Occupancy Agreement box is checked in§ 17 the Post-Closing Occupancy Agreement is a part of this Contract. 31.2,The following documents have been provided but are not a part of this Contract: CBS 1.6.18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 18 of 20 G CTMeConlracwcwn•C2019 CTM Software Corp EXHIBIT A lb- SIGNATURES }'r Date: " ) .' )J'�' Bu agle County H u ing and Development Authority By: . ., Commissioner by Jeanne McQueeney,Commissioner [NOTE:I this offer is being countered or )acted,do sign this document. ' bate: 4/1/201 Seller:JP o gan Chase Bank, National Association 61 Benito E Caldwell Vice President END OF CONTRACT TO BUY AND SELL REAL ESTATE 32. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Buyer) Broker 0 Does 0 Does Not acknowledge receipt of Earnest Money deposit.Broker agrees that If Brokerage Firm is the Earnest Money Holder and,except as provided In§24,if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination, Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions.Such release of Earnest Money will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions,provided the Earnest Money check has cleared. Although Broker is not a party to the Contract,Broker agrees to cooperate,upon request,with any mediation requested under§23. Broker is working with Buyer as a 0 Buyer's Agent 0 Transaction-Broker in this transaction. 0 This is a Change of Status.❑This is a Change of Status 0 Customer.Broker has no brokerage relationship with Buyer.See§33 for Broker's brokerage relationship with Seller. Brokerage Firm's compensation or commission is to be paid by 0 Listing Brokerage 0 Buyer 0 Other. Brokerage Firm's Name: Brokerage Firm's License#: , Broker's Name Date; Broker's License#: Address: • Ph: Fax: Email Address: 33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE. (To be completed by Broker working with Seller) Broker 0 Does Does Not acknowledge receipt of Earnest Money deposit.Broker agrees that if Brokerage Firm is the Earnest Money Holder and,except as provided in§24,if the Earnest Money has not already been returned following receipt of a Notice to Terminate or other written notice of termination,Earnest Money Holder will release the Earnest Money as directed by the written mutual instructions,Such release of Earnest Money CBS 1•b-18. CONTRACT TO BUY AND SELL REAL ESTATE- Residential Page 19 of 20 Citi CTMeConaacts.com.c2019 CTM Software Corr. EXHIBIT A will be made within five days of Earnest Money Holder's receipt of the executed written mutual instructions, provided the Earnest Money check has cleared. Although Broker is not a party to the Contract, Broker agrees to cooperate,upon request,with any mediation requested under§23. Broker is working with Seller as a❑ Seller's Agent '.1 Transaction•Broker in this transaction. ©This Is a Change of Status. 0 Customer,Broker has no brokerage relationship with Selle%See§32 for Broker's brokerage relationship with Buyer. Brokerage Firm's compensation or commission is to be paid by ►=' Seller 0 Buyer 0 Other. Brokerage Firm's Name: Keller Williams Mountain Properties Brokerage Firm's License#: Rocky Mountain Home Team Date: 3/22/24i9 Broker's Name: Michael Routh Broker's License#: FA40041274 Address:56 Edwards Village Blvd Suite 113 PO Box 5006 Edwards, CO 81632 Ph: 970-763-7121 Fax: Email Address:michaelrouth a7 w.com CBS1-6-18.CONTRACT TO BUY AND SELL REAL ESTATE(RESIDENTIAL) ci i Etcr m zinc- 2016 Cil Sorttvart+Corp. CBS1-6-IS, CONTRACT TO BUY AND$IiLL REAL ESTATE- Rcsidcntial Page 20 of20 OG CTMcCootrrc _com=4.'2019 CTM Sotl ware Cont EXHIBIT A • CHASE 0 SELLER'S ADDENDUM TO REAL ESTATE PURCHASE CONTRACT AND RELEASE OF CLAIMS This Seller's Addendum to Real Estate Purchase Contract and Release of Claims (the "Addendum") dated 3/22/2019, Is attached to, incorporated into and shall be deemed to amend and supplement that certain purchase contract (the "Agreement")by and between JPMorgan Chase Bank,National Association,one of its affiliated companies,or an entity for which it sells properties acquired through foreclosure or a deed-in-lieu of foreclosure("Seller"), and Eagle County Housing and Development Authority whose current address is PO Box 850, Eagle CO 81631 dated for the purchase of the property commonly known as 120 WILDCAT, EDWARDS CO 81632 (the "Property"), Unless otherwise provided in this Addendum,capitalized terms shall have the meanings ascribed to them in the Agreement. 1. BUYER'S INSPECTIONS. Buyer,at Buyer's sole expense, has made,or will make, within five (5) business days of an accepted offer for the purchase of the Property, an independent investigation, to the extent Buyer deems necessary or appropriate, concerning the physical condition (including soil conditions and the existence of hazardous or toxic substances), habitability and value of the Property as well as conformance of the Property to applicable registration requirements, building codes and zoning ordinances, rules and regulations. Buyer also shall determine the use, marketability, feasibility and suitability of the Property for Buyer's intended uses and purposes. Consistent with the foregoing and notwithstanding the terms and provisions of the Agreement: (a)Buyer shall provide Seller at least forty- eight(48) hours'prior written notice of his/her/its election to conduct any such on-site inspections of the Property;and (b) Buyer shall not undertake any invasive testing procedures without Seller's prior written permission. if Buyer refuses or is unable to close the purchase of the Property, for any reason whatsoever, then Buyer, upon Seller's request,shall promptly deliver to Seller, at no cost to Seller, the originals of any and all tests, studies, reports and inspections, including, but without limitation, soil tests, topographical information, structural tests, engineering and economic feasibility studies or other similar preliminary work and thereafter, such tests, studies, reports and inspections shall become the sole property of Seller. BUYER HEREBY INDEMNIFIES AND HOLDS SELLER HARMLESS FROM AND AGAINST ANY LOSS, DAMAGE, INJURY, CLAIM OR CAUSE OF ACTION SELLER MAY SUFFER OR INCUR AS A RESULT OF THE PRESENCE ON THE PROPERTY OF BUYER, BUYER'S AGENTS OR INDEPENDENT CONTRACTORS, INCLUDNG, WITHOUT LIMITATION, (x) ANY AND ALL ATTORNEYS' FEES INCURRED BY SELLER AS A RESULT OF A CLAIM RELATING TO SUCH MATTERS, OR (y) ANY MECHANICS' OR MATERIALMEN'S LiENS IMPOSED AGAINST ALL OR ANY PORTION OF THE PROPERTY BY A PARTY CLAIMING TO BE PERFORMING OR TO HAVE PERFORMED AN INSPECTION, STUDY, TEST OR AUDiT ON BUYER'S BEHALF DURING THE TERM OF THE AGREEMENT. 2. "AS IS, WHERE IS, WITH ALL FAULTS". Buyer Is aware of and acknowledges that Seller acquired the Property by way of foreclosure or acceptance of a deed-in-lieu of foreclosure. Accordingly, Seller does not have any personal knowledge of the condition of the Property, unless otherwise noted in paragraph 21 below. Buyer is further aware of, acknowledges and agrees that Seller Is selling and Buyer is purchasing the Property In its"AS IS,WHERE 15,WITH AU. FAULTS" condition without recourse, covenant, representation or warranty of any kind or nature, oral or written, express or implied, as to the condition of the Property. It is the right and responsibility of the Buyer to inspect the Property and Buyer must satisfy himself/herself/itself as to the condition of the Property and its. Intended uses. Additionally: Buyer's Initials eI - Date III Page 1 of 20 Seller's Initials BC Date 14/1/20 19 JI'Mordan Chafe Bank,National Association KO Seller's Retail Addendum revised 12/22/t1 EXHIBIT A (a) BUYER HEREBY EXPRESSLY ACKNOWLEDGES THAT IT HAS OR WILL HAVE, PRIOR TO THE CLOSING, THOROUGHLY INSPECTED AND EXAMINED THE PROPERTY TO THE EXTENT DEEMED NECESSARY BY BUYER IN ORDER TO ENABLE BUYER TO EVALUATE THE PURCHASE OF THE PROPERTY. BUYER REPRESENTS THAT IT IS RELYING SOLELY ON ITS OWN EXPERTISE AND THAT OF BUYER'S CONSULTANTS. BUYER WILL CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF,AND SHALL RELY UPON SAME, AND, UPON CLOSING, SHALL ASSUME THE RISK OF ANY ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO,ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS THAT MAY NOT HAVE BEEN REVEALED BY BUYER'S INSPECTIONS AND INVESTIGATIONS. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT BUYER IS ACQUIRING THE PROPERTY ON AN AS IS, WHERE IS, WITH AU. FAULTS BASIS, WITHOUT RECOURSE, COVENANT, REPRESENTATION, OR WARRANTY ORAL OR WRITTEN, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, EXCEPT FOR WARRANTIES OF TITLE CONTAINED IN THE SPECIAL WARRANTY OR EQUIVALENT DEED (the "DEED") DELIVERED AT CLOSING. BUYER FURTHER ACKNOWLEDGES AND AGREES THAT SELLER ACQUIRED THE PROPERTY THROUGH FORECLOSURE OR ACCEPTANCE OF.A DEED-IN-LIEU OF FORECOSURE AND, THEREFORE, HAS OWNED THE PROPERTY ONLY SINCE THE DATE OF SUCH TRANSFER AND IS NOT IN A POSITION TO MAKE ANY REPRESENTATIONS OR WARRANTIES,ORAL OR WRITTEN, EXPRESS OR IMPLIED,AS TO THE PROPERTY, THE PURCHASE PRICE 15 A DISCOUNTED PURCHASE PRICE REPRESENTING THE FACT THAT THE PROPERTY IS BEING PURCHASED BY BUYER ON AN AS IS,WHERE IS, WITH ALL FAULTS BASIS. BUYER HEREBY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS AND PRIVILEGES ARISING OUT OF, WITH RESPECT OR IN RELATION TO, ANY REPRESENTATIONS, WARRANTIES OR COVENANTS, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED, WHICH MAY HAVE BEEN MADE OR GIVEN, OR WHICH MAY HAVE BEEN DEEMED TO HAVE BEEN MADE OR GIVEN, BY SELER,AND AGREES THAT SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES RESULTING OR ARISING FROM OR RELATING TO THE OWNERSHIP, USE,CONDITION, LOCATION, MAINTENANCE, REPAIR,OR OPERATION OF THE PROPERTY. (b) WITHOUT LIMITING THE GENERAL PROVISIONS OF THE FOREGOING PARAGRAPH, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER,ORAL OR WRITTEN,EXPRESS OR IMPLIED,AS TO (I)MATTERS OF TITLE, EXCEPT AS CONTAINED IN THIS ADDENDUM AND THE DEED TO BE DELIVERED TO BUYER AT CLOSING, (II) ZONING, (iii) PROPERTY TAXES AND TAX CONSEQUENCES, (iv) PHYSICAL OR ENVIRONMENTAL CONDITIONS, (v) AVAILABILITY OF ACCESS, INGRESS OR EGRESS, (vi) OPERATING HISTORY OR PROJECTIONS, (vii) VALUATION, (viii) GOVERNMENTAL APPROVALS, (ix) GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER RELATING TO OR AFFECTING THE PROPERTY, THIS DISCLAIMER INCLUDES, WITHOUT LIMITATION, THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE PROPERTY, BUYER FURTHER EXPRESSLY ACKNOWLEDGES AND AGREES THAT SELLER IS NOT REPRESENTING OR WARRANTING THAT ANYTHING CAN OR WILL BE ACCOMPLISHED THROUGH BUYER'S OR SELLER'S EFFORTS WITH REGARD TO THE PLANNING, PLATTING OR ZONING PROCESS OF THE CITY OR COUNTY WHERE THE PROPERTY IS LOCATED, OR ANY OTHER GOVERNMENTAL OR MUNICIPAL AUTHORITIES, BOARDS OR ENTITIES. BUYER UNDERSTANDS AND ACKNOWLEDGES THAT THE PROPERTY MAY CONTAIN MECHANIC'S OR MATERIALMEN'S LIENS OR OTHER LIENS RESULTING FROM ALLEGED VIOLATIONS OF LOCAL ORDINANCES AND BUYER IS TAKING SUCH PROPERTY SUBJECT TO THOSE LIENS, WHICH MAY OR MAY NOT IMPACT BUYER'S ABILITY TO TRANSFER THE PROPERTY IN THE FUTURE, BUYER FURTHER ACKNOWLEDGES THAT SELLER HAS NOT WARRANTED, AND DOES NOT HEREBY WARRANT, THAT THE PROPERTY NOW OR IN THE FUTURE WILL MEET OR COMPLY WITH THE REQUIREMENTS OF ANY SAFETY CODE, ENVIRONMENTAL LAW OR REGULATION OR THE STATE, CITY, COUNTY OR ANY OTHER AUTHORITY HAVING JURISDICTION OVER THE PROPERTY. (c) EFFECTIVE UPON THE CLOSING OF THE SALE OF THE PROPERTY,AND TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER HEREB REIRSES, DISCHARGES AND FOREVER ACQUITS SELLER AND EVERY INDIVIDUAL AND ENTITY Buyer's Initials ,FYI-L Date ; ' 1l i Page 2 of 10 Seller's Initials BC Date 4/V2019 JPMorttan Chase Bank,National Association RE©Seller's Retail Addendum revised 12/1Z/11 EXHIBIT A AFFILIATED WITH SELLER, INCLUDING SELLER'S PARENT AND AFFILIATES, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS. SHAREHOLDERS, EMPLOYEES, ATTORNEYS, AGENTS AND INDEPENDENT CONTRACTORS AND THE SUCCESSOR OF EACH AND EVERY ONE OF THEM, FROM ALL DEMANDS, CLAIMS, CAUSES OF ACTION, LIABILITIES, OBLIGATIONS, COSTS AND EXPENSES THAT BUYER MAY SUFFER OR INCUR RELATING TO THE PROPERTY, CONDITIONS OF THE PROPERTY, OR ANY OTHER ASPECT OF THE PROPERTY. AS PART OF THE FOREGOING PROVISIONS OF THIS ADDENDUM, BUT NOT AS A LIMITATION THEREON, BUYER HEREBY AGREES, REPRESENTS AND WARRANTS THAT THE MATTERS RELEASED HEREIN ARE NOT LIMITED TO MATTERS THAT ARE KNOWN OR DISCLOSED, AND BUYER HEREBY WAIVES ANY AND ALL RIGHTS AND BENEFITS THAT BUYER NOW HAS, OR IN THE FUTURE MAY HAVE CONFERRED UPON BUYER,BY VIRTUE OF THE PROVISIONS OF FEDERAL,STATE OR LOCAL LAW, RULES OR REGULATIONS. (d) BUYER SHALL INDEMNIFY AND HOLD SELLER AND EVERY INDIVIDUAL ENTITY AFFILIATED WITH SELLER, INCLUDING SELLER'S PARENT AND AFFILIATES, AND ALL OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, ATTORNEYS, AGENTS AND INDEPENDENT CONTRACTORS, PAST AND PRESENT, AND THE SUCCESSOR OF EACH AND EVERY ONE OF THEM, HARMLESS FROM ANY LIABILITY, LOSS, CLAIM, DEMAND, CAUSE OF ACTION, COST, DAMAGE OR EXPENSE (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS' FEES AND COSTS) THAT SELLER, SELLER'S PARENT AND AFFILIATES MAY SUSTAIN OR INCUR BY REASON OF OR IN CONNECTION WITH THE PROPERTY AND (i) ARISING FROM ACTS, OCCURENCES OR MATTERS OF WHATEVER KIND QF NATURE THAI TAKE PLACE AFTER THE CLOSING DATE, (II) RESULTING FROM OR IN ANY WAY CONNECTED WITH THE ENVIRONMENTAL CONDITION OF THE PROPERTY,OR(iii)RESULTING FROM OR IN ANY WAY CONNECTED WITH ANY OTHER CONDITIONS OF THE PROPERTY. (e) IT IS UNDERSTOOD AND AGREED THAT THE TERMS AND PROVISIONS OF THIS SECTION 2 OF THIS ADDENDUM SHALL EXPRESSLY SURVIVE THE CLOSING AND NOT MERGE THEREIN AND SHALL BE INCORPORATED INTO THE DEED TO BE DELIVERED BY SELLER TO BUYER AT CLOSING. 3. INDEMNITY FOR LIEN CLAIMS. IT IS UNDERSTOOD AND AGREED THAT BUYER SHALL INDEMNIFY AND HOLD SELLER AND SELLER'S PARENT, AFFILIATES, AND THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, SERVANTS, EMPLOYEES, ATTORNEYS, AGENTS, AND INDEPENDENT CONTRACTORS, PAST AND PRESENT, AND THE SUCCESSORS OF EACH AND EVERY ONE OF THEM HARMLESS FROM ANY AND ALL LIABILITY, LOSS, CLAIMS, DEMANDS, AND CAUSES OF ACTION OF WHATEVER KIND OR NATURE KNOWN OR UNKNOWN, ARISING OUT OF OR RELATED IN ANY WAY TO ANY MECHANIC'S, MATERIALMEN'S OR OTHER LIENS IMPOSED ON OR AGAINST ALL OR ANY PORTION OF THE PROPERTY INCLUDING, WITHOUT LIMITATION, (A) ANY AND ALL CLAIMS ASSERTED BY THE TITLE COMPANY AGAINST SELLER FOR LOSSES OR DAMAGES ALLEGEDLY SUFFERED BY THE TITLE COMPANY IN CONNECTION WITH ANY MECHANICS, MATERIALMEN'S OR OTHER LIENS IMPOSED ON OR AGAINST ALL OR ANY PORTION OF THE PROPERTY AND (B) ALL ATTORNEYS' FEES INCURRED BY SELLER AS A RESULT OF A CLAIM RELATING TO SUCH MATTERS. IT IS UNDERSTOOD AND AGREED THAT THE TERMS AND PROVISIONS OF THIS SECTION SHALL EXPRESSLY SURVIVE THE CLOSING AND NOT MERGE THEREIN. 4.TOXIC DRYWALL AND MOLD. (a)Toxic Drywall. Recent media reports indicate that there may be hazards associated with drywall, particularly drywall Imported from China,which was installed in homes, primarily during the building material shortages that began in 2004 following the hurricanes in the southeastern United States(although some reports indicate earlier installation), Various reports have stated that some Chinese drywall products, and some domestically produced drywall made with synthetic gypsum,may cause the release of sulfur and other materials that may pose health risks. It is also reported that these fumes may cause air conditioning evaporator coils to corrode and fail as well as causing pipes and wiring to deteriorate. Many o these eports are available on the Internet and you are encouraged to review them. Additional Buyer's Initials r Date 31Z jf 9 Page 3 of 10 Seller's Initials BC Date /I/20161 JPMor$an chase Sank,National Association RR)Sellers Retail Addendum revised 12/12/11 EXHIBIT A important information can be found on the Florida Department of Health's website at www.doh.state.fl.us/Environment/community/indoor-air/drywall.html, Except as noted below,Seller represents that Seller does not have any knowledge of the presence of Chinese drywall or other toxic drywall at the Property or of any records pertaining to Chinese drywall or other toxic drywall being used at the Property: N/A Seller has not taken any steps to verify the existence or non-existence of toxic drywall at the Property. Buyer is advised to undertake any and all efforts that it deems appropriate to satisfy itself that the Property is not Impacted by toxic drywall and appropriate far purchase by Buyer. Buyer acknowledges that neither Seller nor its agents have made any representations, oral or written, express or implied, other than as set forth in this Drywall Disclosure and Release, regarding the existence of toxic drywall at the Property. (b) Mold. Mold, mildew, spores and/or other microscopic organismsand/or allergens (collectively referred to as "Mold")are environmental conditions that are common in residential properties and may affect the Property. Mold, in some forms, has been reported to be toxic and to cause serious physical injuries including, but not limited to,allergic and/or respiratory reactions or other problems, particularly in persons with immune system problems, young children and/or elderly persons. Mold also has been reported to cause extensive damage to personal and real property, Mold may have been removed or covered in the course of any cleaning or repairing of the Property. Buyer acknowledges that, if Seller,or any of Seller's employees,contractors, or agents cleaned or repaired the Property or remediated Mold contamination, that Seller does not in any way warrant the cleaning, repairs or remediation. Buyer accepts full responsibility for all hazards that may result from past or present existence of Mold in or around the Property and Buyer has not,in any way,relied upon any representations of Seller,Seller's employees, officers,directors, contractors, or agents concerning the past or present existence of Mold in or around the Property. If Seller obtained any report regarding Mold in or around the Property,Seller shall provide a copy of any such report to Buyer. (c) BUYER HEREBY AGREES TO ASSUME ALL RISKS AND AGREES THAT SELLER AND ITS AFFILIATED COMPANIES, INCLUDING,WITHOUT LIMITATION, ITS PARENT, SUBSIDIARIES AND AFFILIATES,AS WELL AS THE OFFICERS, DIRECTORS, EMPLOYEES,AGENTS,AND AFFILIATES OF EACH SUCH COMPANY,SHALL NOT BEAR ANY RESPONSIBILITY(FINANCIAL OR OTHERWISE) FOR ANY LOSS, DAMAGE, INJURY OR INCONVENIENCE SUSTAINED BY BUYER AS A RESULT OF TOXIC DRYWALL OR MOLD AT THE PROPERTY. BUYER HEREBY RELEASES AND HOLDS SELLER AND SELLER'S PARENT, SUBSIDIARIES AND AFFILIATES AND THEiR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, SERVANTS, EMPLOYEES, ATTORNEYS, AGENTS, AND INDEPENDENT CONTRACTORS, PAST AND PRESENT, AND THE SUCCESSORS OF EACH AND EVERY ONE OF THEM, HARMLESS FROM ANY AND ALL CLAIMS, DAMAGES, INJURIES, CAUSES OF ACTION, SUITS, AND DEMANDS WHATSOEVER THAT BUYER MAY HAVE, NOW OR IN THE FUTURE, ARISING OUT OF OR RELATED TO THE EXISTENCE OF CHINESE DRYWALL OR OTHER TOXIC DRYWALL OR ANY MOLD AT THE PROPERTY. Buyer's Initials mr Seller's Initials BC Buyer acknowledges that it has read and understood the terms of this Section 4. Buyer's Initials n'%'a Date 313I) (5 Page 4 of 10 Seller's initials BC Date 4/V201 1 JRMorgan Chase Bank,National Association REO Seiler's Retail Addendum revised]2)12/25 EXHIBIT A 5.SELLER'S©PTi©N TO TERMINATE AGREEMENT,in addition to any rights set forth In the Agreement,Seller shall have the right,in its sole discretion,to terminate the Agreement if: (a) Seller is unable, or determines that it is not economically feasible, to give Buyer insurable title to the Property from is reputable title insurance company at regular rates; (b)unforeseen judgments,liens or assessments result in negative sales proceeds to the Seller; (c) full payment of any mortgage Insurance claim related to the loan previously secured by the Property:is not confirmed prior to the Closing Date (as defined in the Agreement), or the mortgage insurance company exercises its right to acquire title to the Property; (d) any party having a right of redemption exercises such right, or informs Seller of such party's Intent to exercise such right; (e) full payment of any property, fire, or hazard insurance claim has not been confirmed prior to the Closing Date; (f)any third party,including but not limited to,a tenant,condominium association or homeowner's association, exercises rights under a right of first refusal to purchase the Property; (g) Seller is unable, or determines that it is not economically feasible, to obtain necessary documents, or consent to the sale,from a homeowner's association or cooperative corporation's board; (h)Seller, in its sole discretion,determines that the sale of the Property to Buyer or any related transactions are in any way associated with illegal activity of any kind; (i) Buyer is the former mortgagor of the Property whose Interest was foreclosed/acquired by a deed-in-lieu of foreclosure, or is related to or affiliated in any way with the former mortgagor, and Buyer has not disclosed this fact to Seller In writing prior to Seller's acceptance of the Agreement; (j)Buyer is not permitted to purchase the Property by reason of Section 14 below; (k)a third party With rights related to the sale of the Property does not approve the sale terms; (I)Seller, in its sole discretion,determines that the sate of the Property will subject Seller to liability and/or have an impact on pending,threatened or potential litigation; (m)Buyer defaults or breaches any term of the Agreement or otherwise fails to perform all the obligations that Buyer is required to perform under the Agreement; (n)there is a material misrepresentation by Buyer;or (o)any unforeseen circumstances,whether closing related or otherwise,would prevent Seller from closing. Buyer's Initials /IY a Date t�) J f 9 Page S of 10 Seller's Initials BG Date 4!V2019 JPMorgan Chase Bank,Nananal Assonauon REO Setter's Resell addendum revved 12/12/11 EXHIBIT A If the Seller elects to terminate this Agreement as a result of any one or more of the items described above,Seller . shall return any deposit monies paid by Buyer to Buyer and the parties agree to cooperate in executing any documents necessary to cancel the Agreement and close any pending escrow. 6. PERSONAL PROPERTY, items of personal property are not included In this sale. Seller does not make any representation or warranty, oral or written, express or implied, as to the condition of personal property, title to personal property or whether any personal property is encumbered by any lien. Any personal property on the Property may be subject to claims by third parties and, therefore, may be removed from the Property prior to or after Buyer takes title to the Property. Buyer agrees that Seller shall not have any liability for any claim or loss Buyer may incur related to personal property. Buyer assumes sole responsibility for any personal property remaining on the Property after the closing of the sale transaction. There will not be any Bill of Sale provided at closing unless the Agreement specifically contemplates the purchase and sale of a manufactured home. 7. QUIT CLAIM OR SPECIAL WARRANTY DEED. Seller shall provide to Buyer at closing a Quitclaim Deed,Special Warranty Deed, or its local equivalent. Seller will not provide a Warranty Deed or General Warranty Deed. Notwithstanding the form of deed utilized, the Buyer acknowledges and agrees the only warranties Seller shall give to Buyer at closing are the following: (a)Seller has not conveyed the Property or any interest therein to any person other than Buyer;and(b)the Property is free from any encumbrances made by Seller or any person claiming under Seller. S. NEW KEYS AND TRANSFER OF UTILITIES. Buyer acknowledges that the Property may be on a master key system or that third parties may be In possession of a key. Buyer is encouraged to re-key the Property or install new locks. Buyer shall hold Seller, its subsidiaries and affiliates,and the officers, directors, agents and affiliates of each such company harmless from any claims or damages of any nature related to unauthorized access to the Property or theft or damage that occurs after title to the Property is transferred to Buyer. Buyer shall be responsible far transferring of all utilities on the Property immediatelyafter acquiring title to the Property. B. BUYER'S SALE OF REAL ESTATE. Notwithstanding any provision of the Agreement, in no event shall the purchase and sale of the Property be contingent upon the sale of other real estate owned by Buyer, 10. OCCUPANCY; POSSESSION OF THE PROPERTY. Under no circumstances will Buyer be permitted to enter the Property for the purpose of making repairs or to occupy the Property prior to closing of the purchase transaction. Buyer's breach of this provision shall be cause,at the option of Seller, for termination of the Agreement.The delivery of possession shall be subject to the rights of any tenants or parties in possession. 11. CLOSING OF THE PURCHASE/SALE TRANSACTION;EXTENSION FEE. If the agreed upon date for the dosing of the purchase/sale of the Property is extended at the request of Buyer and through no fault of Seller, Buyer shall pay Seller an extension fee of$100.00 per day for each day of delay. This fee shall be paid upon Seller's agreement to the extension,it shall be non-refundable and it shall not be credit toward the purchase price of the Property. 12. TiTLE INSURANCE/ESCROW OR SETTLEMENT SERVICES. Seller shall not require Buyer to purchase title Insurance or escrow or settlement services from any particular Individual, company or entity in violation of federal or state law. 13.SURVEY. Seller recommends that Buyer obtain a survey of the Property at Buyer's sole cost and expense. If a survey is required to close the transaction,it will be the sole responsibility of Buyer to obtain a survey acceptable to the title company and Buyer's lender,at Buyer's expense. Buyer's Initials m- 3 Date 3)4/1 Page 6 of 10 Seller's Initials BC Date 4/1/2°111 1PMo.gan Chase Bank,National Ass-ociation REOSeller'sRetail Addendum revised 17J17/11 EXHIBIT A 14. ACKNOWLEDGMENT AND CERTIFICATION OF PROSPECTIVE BUYER, The Buyer hereby understands and acknowledges that JPMorgan Chase& Co.has a policy that prohibits employees of JPMorgan Chase &Co. and Its direct and indirect subsidiaries (collectively, the "Firm"), including those associates on assignment through a provider,of temporary employment (collectively, an "Employee"), from purchasing any property owned by the Firm or by a third party where the loan was serviced by one of the Firm's subsidiaries as a result of a foreclosure proceeding or the acceptance of a deed-in-lieu of foreclosure. in addition, employees of the Firm's Mortgage Banking group are further prohibited from purchasing (a) a home In a short sale transaction where the Firm owns or services the loan, or (b) a home at a foreclosure sale where the loan is owned or serviced by the Firm. This policy covering the Firm's Mortgage Banking employees also extends to JPMorgan Chase Bank, N.A.'s REO Vendors and the employees and contractors of any REO Vendor(collectively,a"Vendor"). As a precondition to the purchase of the Property, the Buyer, by his/her/their/its signature(s) below, hereby certifies that he/she/they/it is/are not an Employee of the Firm (including an employee of its Mortgage Banking group) or affiliated with a Vendor as defined above, and is/are therefore not prohibited from purchasing the Property for this reason. Jr11LL?L-lA1A2.. .. ver�s 5lgnatUr by Jeanne McQueeney,Commissi�l8yer's Signature 5. SEVERABILITY, If any provision of this Addendum is determined to be Invalid, Illegal or unenforceable, the remaining provisions shall not be affected or impaired thereby. Buyer agrees that to the extent any release, hold harmless, waiver or indemnity provision in the Agreement or this Addendum is deemed overbroad under applicable law, such provision shall be narrowed or limited in a manner that provides Seller with the maximum protection available under applicable law. , 16. CONFLICT. if any provision of this Addendum conflicts with any provision of the Agreement, including any attachments thereto,the terms of this Addendum shall prevail,unless otherwise provided by applicable law. 17. MODIFICATION. No provision of this Addendum shall be revised or modified except by an instrument in writing signed by Buyer and Seller. 18. COUNTERPARTS.This Addendum may be executed in any number of counterparts. Each counterpart shall be deemed an original and, together, all such counterparts shall constitute one and the same Instrument. Signatures on this Agreement, including any electronic signature that complies with the Electronic Signatures in Global and National Commerce Act (15 U.S.C. 7001 et seq.)and is transmitted by facsimile,e-mail or other electronic imaging means shall have the same force and effect as an original signature. 19. COMPLIANCE WITH LAW. Buyer, upon request from Seller, shall provide to Seller Buyer's, or Buyer's principals' taxpayer identification number and such other forms, documents and information as necessary to enable Seller to comply with applicable federal, state and local law regarding the sale of the Property to Buyer. The forms, -documents and other information that may be requested by Seller include, but are not limited to, those forms, documents and other 'information necessary to comply with the Internal Revenue Code and the regulations promulgated thereunder and the Office of Foreign Assets Control of the United States Department of the Treasury, 20, PARTIES BOUND. The Agreement and this Addendum shall be binding upon and inure to the benefit of the parties and their r Declive heirs, executors, administrators, legal representatives, successors and assigns where Buyer's Initials rn" Date 31 -q/!1 Page 7 of 10 Seller's Initials BC Date 4,/I/2019 )PMorgan Chase Bank,National Association RED Seller's Retail Addendum revised 12(12/11 EXHIBIT A permitted by the Agreement. The Agreement does not create any rights, claims or benefits inuring to any person.or entity, other than Seller's successor and/or assigns,that is not a party to the Agreement, nor does it create or establish any third party beneficiary to this Agreement. 21. CONDITION OF THE.PROPERTY. Seller represents that Seller does not have any knowledge of the presence of material defects at the Property or of any records pertaining to material defects at the.Property,except as noted below: NIA 22. FURTHER ACTS. In addition to the acts recited in this Addendum and the Agreement to be performed by Seller and Buyer, Seller and Buyer shall perform,or cause to be performed, on or after Closing Date any and all such further acts as may be reasonably necessary to consummate the transactions contemplated hereby. 23. NO RECORDING. Buyer shall not record the Agreement or this Addendum, or a memorandum of the Agreement or Addendum. 24. EFFECTIVE DATE. The Effective Date of the Agreement shall be the date the title or escrow company acknowledges Its receipt of a fully executed version of the Agreement and the Earnest Money. 25.TIME IS OF THE ESSENCE.Time is of the essence in the Agreement and this Addendum.Strict compliance with the tunes for performance stated in the Agreement and this Addendum is required. 26. LEGALLY BINDING CONTRACT.This is a legally binding agreement.THE PARTIES SHOULD READ IT CAREFULLY. if the effect of any part of the Agreement or this Addendum is not understood, an attorney should be consulted BEFORE signing. Federal law may impose certain duties upon brokers, signatories, escrow agent, or settlement agent arising from this transaction generally and when any of the signatories is a foreign party or when certain amounts of U.S.Currency are received. 27.MISCELLANEOUS PROVISIONS.This Addendum and the Agreement are subject to the following provisions: (a) Seller reserves the right to continue to offer the Property for sale and accept any offer at any time prior to mutual acceptance of the Agreement and this Addendum. The Seller's acceptance of another offer prior to executing the Agreement and this Addendum shall revoke any offer from Buyer; (b) If the Agreement and Addendum between Buyer and Seller contain one or more contingencies, Seller reserves a right to continue to market the Property. At Seller's option, the Property will remain on the market and Seller has the right to solicit back up offers. If Seller receives an acceptable offer without any contingencies from a third party prior to the time all of Buyer's contingencies have been removed, Buyer will be given a five (5) calendar days' written notice by facsimile or e-mail stating that Buyer must remove all of Buyer's remaining contingencies within that time period or escrow will be cancelled. If at the conclusion of the five (5) calendar day period one or more of Buyer's contingencies remain, Buyer agrees that Buyer does not have any future right to purchase the Property and this transaction will be void.Seller and Buyer agree to execute any documents necessary to cancel the Agreement, close the escrow and release any Earnest Money deposit to Buyer; Buyer's Initials ( Date 3)g-5 f 1.1 Page 8 of 10 Seller's Initials BC Date 4/V20I9 '4PMorgan Chase ear*,National Association ft Q Seller's Retail Addendum revised 3?/1?/11 EXHIBIT A (c)Seller shall not pay for any home warranty contract or termite inspection report,and any corrective termite work shall be at the expense of the Buyer,unless otherwise required by applicable law;and (d) The Agreement and this Addendum Is not binding on seller unless and until it Is approved by Seller's management,the private mortgage insurance company and/pr Investor,if applicable, 28. BUYER'S VESTING INFORMATION. At closing, Buyer shall take title to the Property in the form indicated below(check the appropriate status and complete the name that will appear on the Deed): Status Name on Deed Individual BC 4/1/241 q Joint Tenants Tenants by the Entireties Tenants in Common Community Property Entity X Eagle County Housing and Development Authority Other Buyer's Marital Status IN WITNESS WHEREOF,Seller and Buyer have executed this Addendum on the date opposite their name. BUYER(S): f ► ' Date: 3)J i 7 by Jeanne Mc ,Commissioner Print Name: Eagle County Housing and Development Authority Address: PO Box 850 Eagle CO 81631 Telephone No.: Facsimile No.: E-mail Address: 7 V r- *_ Date: ;3t J l Print Name: �ea,n r.e.. M'COLLe•ene-ri Buyer's Initialscla• Q 07 Date 3 la/i9 Page 9 of SO Seller's Initials BC bate 4/1/2019 IPMorgan Chase Bank National Association REO Seller's Retail Addendum revised 12/12/11 EXHIBIT A Address: Telephone No.: Facsimile No.: E-mail Address: SELLER: JPViorgan Chase Bank, National Association z' 14/1/2 0 I 9 By: ,01/7/7/17 'late: Name: Benito E Caldwell Title: Vice President Buyer's Initials ill 0- Date 1.31 -9 Ii 1 Rage loot 10 Seller's Initials E3C Date 4/1/20 I 9 ,IP,ltilorgan Chase Bank.National Association REO SeNer's Retail Addendum revised 12/12/11 EXHIBIT A 3/29/2019 Commissioners-Contact Information-Eagle County 43•F I'm searching for,;, Search Search t11 caanxue•is Commissioners `" Print Department Home Contact Information Contact Information Commissioners Meet the Commisslohers P.O.t}ox 850 Commissioner Meetings 500 Broadway State of the County Eagle,Colorado 81631-0850 Strategic Plan Phone:970-328.8605 Leadership Policies Fax:970-3288629 Legislative Policy and Positions Deanne McQueeney jf3J106,9!SXik. rir417069 4u01Yal Letters of Support Up Front Interviews Kathy Chandler-Henry Jglt y,chandlerhenr giecounty, Commissioner Districts • Matt Schen Economic Development Plan t.seherr(as gl1901 my y5 Clerk to the Board Contact all three commissioners,gggleadrninggleoouniy tts Boards and Commissions Rhea Silverkom FAQ Executive Coordinator News + .:i • e 7 YAIA Contact Us Phone:970-328-6805 Fax 970J28-8629 Commissionera P.O.80P 850 500 Broadway Facile,Colorado 81631=0850 ti9leadount530SW1 0 CONNECT WITH THE COUNTY • i= • Elected Officials • .rcommishoners • Assemol • Clerk&Recorder • Coroner • Shrrlfr • Surveyor • TreesurerPPublicTrusleS https://w4wv.eaglecounty,us/Commissioners/Contact_Informationl 1/2 EXHIBIT A 3/2912019 Commisstoners-Contact Information-Eagle County' • Agendas • Board of County Commissioners • €I91.s.Q.0.0.1y?lan.019.Qo_eisli (W • Roaring Fork ValleattQionel Plartnlrtq Comnussion • (Joan Spare AdvCommittee • Resources • County Calendar • EtyVgiI Website • provide Feedback • RFPs and J Fps • '$per Event Guldelis • Home Store • Media • Local Governments • T1 ttgt 6APII • Town of Basalt • Tovad Eagte • Toru of Gypsum • Tbwn of Minium • Town of padClft1 • Town of Vail SAO Broadway P.O.Box'850 Eagle,CO 81031 1 970-3284600(Contact U "02019 Eagle County.AR rights reserved, hllps://www.eaglecounty.Us/Commissloners1Contact InforinallonJ 2F2 EXHIBIT A